[10-Q] PROGRESS SOFTWARE CORP /MA Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Progress Software reported stronger results for the quarter and six months ended May 31, 2026. Quarterly revenue rose to $253.5 million, up 7% year over year, driven mainly by a 36% increase in software license revenue to $69.0 million, while maintenance, SaaS, and services were roughly flat.
Net income for the quarter increased to $21.1 million from $17.0 million, with diluted EPS at $0.50. For the first six months, revenue reached $501.3 million and net income $43.9 million. Cash flow from operations was strong at $177.5 million, supporting $54.7 million of share repurchases.
The company redeemed its 2026 convertible notes in April using its revolving credit facility and cash, ending the period with $1.29 billion of total debt and $103.0 million of cash. Annualized recurring revenue was $868 million, up 2% year over year, while the net retention rate remained around 99–100%. Progress continues to incur legal and professional expenses related to the previously disclosed MOVEit vulnerability, partially offset by cybersecurity insurance recoveries.
Positive
- None.
Negative
- None.
Insights
Solid Q2 with stronger licenses, healthy cash generation, and manageable legal overhang.
Progress Software delivered mid‑single‑digit revenue growth with a notable mix shift. Software license revenue grew 36% year over year in the quarter, lifting total revenue to $253.5M, while recurring maintenance and SaaS streams were essentially flat. This mix supports near‑term growth but leans more on upfront license economics.
Profitability improved as operating income rose to $45.2M and six‑month operating cash flow reached $177.5M. That cash funded $54.7M of share repurchases and helped redeem the $360M 2026 convertible notes, now refinanced largely via an $850M revolving credit facility at a 5.37% rate.
Annualized recurring revenue of $868M, up 2% year over year, and a net retention rate around 99–100% indicate a relatively stable customer base. Cyber‑related MOVEit litigation and investigations continue, with $2.6M net expenses in the first half and about $1.1M of remaining cyber insurance coverage; the company has not recorded a loss contingency, and ultimate financial impact will depend on future legal developments.
Key Figures
Q2 2026 Revenue: $253.5 million
Q2 2026 Net Income: $21.1 million
Q2 2026 Diluted EPS: $0.50 per share
+5 more
8 metrics
Q2 2026 Revenue
$253.5 million
Three months ended May 31, 2026; up 7% year over year
Q2 2026 Net Income
$21.1 million
Three months ended May 31, 2026 vs. $17.0M in 2025
Q2 2026 Diluted EPS
$0.50 per share
Three months ended May 31, 2026; diluted earnings per share
Six‑month Operating Cash Flow
$177.5 million
Net cash flows provided by operating activities, six months 2026
Annualized Recurring Revenue
$868 million
ARR as of May 31, 2026; 2% year‑over‑year increase
Total Debt
$1.29 billion
Total debt outstanding as of May 31, 2026
Share Repurchases H1 2026
$54.7 million
1.7 million shares repurchased and retired in six months 2026
Cyber Response Net Costs
$2.6 million
MOVEit-related net expenses in six months 2026 after insurance
Key Terms
Annualized Recurring Revenue, net retention rate, Convertible Senior Notes, MOVEit Vulnerability, +2 more
6 terms
Annualized Recurring Revenue financial
"We define ARR as the annualized revenue of all active and contractually binding term-based contracts"
Annualized recurring revenue is the predictable income a business expects to earn over a year from ongoing customer subscriptions or contracts. It’s similar to estimating how much money you would make in a year if your current monthly income stayed the same. Investors use this figure to assess the stability and growth potential of a company's revenue stream.
net retention rate financial
"We calculate net retention rate as of a period end by starting with the ARR from the cohort"
Net retention rate measures how much revenue a company keeps and grows from its existing customers over a set period, after accounting for expansions, contractions and lost customers. Think of it like checking whether a garden of existing plants is producing more fruit this year than last — it shows whether the current customer base is becoming more valuable or shrinking. Investors use it to judge revenue sustainability and growth potential without relying on new customers.
Convertible Senior Notes financial
"Fair Value of the Convertible Senior Notes The following table details the fair value and carrying value of our Convertible Senior Notes"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
MOVEit Vulnerability technical
"our MOVEit Transfer and MOVEit Cloud products were attacked by a threat actor... (the "MOVEit Vulnerability")"
multi-district litigation regulatory
"which have been centralized in multi-district litigation in the District of Massachusetts (the "MDL")"
One Big Beautiful Bill Act regulatory
"On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law"
A "one big beautiful bill act" is a single, large piece of legislation that bundles many policy changes and measures into one package instead of passing them separately. For investors, it matters because such omnibus bills can swiftly change tax rules, spending levels, industry regulations or subsidies all at once—like a single shopping cart that suddenly adds many items to a household budget—creating broad, rapid shifts in company costs, revenues and market expectations.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended May 31, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____to _____.
Commission File Number: 0-19417
PROGRESS SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Registrant's telephone number, including area code: (781 ) 280-4000
Not applicable
(Former name or former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 26, 2026, there were 41,012,942 shares of the registrant's common stock, $.01 par value per share, outstanding.
PROGRESS SOFTWARE CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2026
TABLE OF CONTENTS
| PART I | FINANCIAL INFORMATION | |||||||
| Item 1. | Financial Statements (Unaudited) | 3 | ||||||
Condensed Consolidated Balance Sheets as of May 31, 2026 and November 30, 2025 | 3 | |||||||
Condensed Consolidated Statements of Operations for the three and six months ended May 31, 2026 and 2025 | 4 | |||||||
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended May 31, 2026 and 2025 | 5 | |||||||
Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended May 31, 2026 and 2025 | 6 | |||||||
Condensed Consolidated Statements of Cash Flows for the six months ended May 31, 2026 and 2025 | 8 | |||||||
Notes to Condensed Consolidated Financial Statements | 10 | |||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 27 | ||||||
| Item 4. | Controls and Procedures | 28 | ||||||
| PART II | OTHER INFORMATION | |||||||
| Item 1. | Legal Proceedings | 29 | ||||||
| Item 1A. | Risk Factors | 29 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 | ||||||
| Item 5. | Other Information | 30 | ||||||
| Item 6. | Exhibits | 31 | ||||||
Signatures | 32 | |||||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
| (in thousands, except share data) | May 31, 2026 | November 30, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Unbilled receivables, current portion | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Unbilled receivables, non-current portion | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Right-of-use lease assets | ||||||||||||||
| Deferred tax assets | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and stockholders' equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued compensation and related payroll taxes | ||||||||||||||
| Deferred revenue, current portion | ||||||||||||||
| Convertible senior notes, current portion, net | ||||||||||||||
| Operating lease liabilities, current portion | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Convertible senior notes, non-current portion, net | ||||||||||||||
| Operating lease liabilities, non-current portion | ||||||||||||||
| Deferred revenue, non-current portion | ||||||||||||||
| Deferred tax liabilities | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Stockholders' equity: | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total stockholders' equity | ||||||||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||||||||
See notes to unaudited condensed consolidated financial statements.
3
Condensed Consolidated Statements of Operations
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in thousands, except per share data) | May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | |||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Software licenses | $ | $ | $ | $ | |||||||||||||||||||
| Maintenance, SaaS, and professional services | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Costs of revenue: | |||||||||||||||||||||||
| Cost of software licenses | |||||||||||||||||||||||
| Cost of maintenance, SaaS, and professional services | |||||||||||||||||||||||
| Amortization of acquired intangibles | |||||||||||||||||||||||
| Total costs of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Product development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Amortization of acquired intangibles | |||||||||||||||||||||||
| Cyber vulnerability response expenses, net | |||||||||||||||||||||||
| Restructuring expenses | |||||||||||||||||||||||
| Acquisition-related expenses | ( | ( | |||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income and other, net | |||||||||||||||||||||||
| Foreign currency loss, net | ( | ( | ( | ( | |||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
4
Condensed Consolidated Statements of Comprehensive Income
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
5
Condensed Consolidated Statements of Stockholders' Equity
| Three Months Ended May 31, 2026 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||
| (in thousands) | Number of Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance, March 1, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Issuance of stock under employee stock purchase plan | — | — | |||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Vesting of RSUs | ( | — | — | ||||||||||||||||||||||||||||||||
| Withholding tax payments related to net issuance of RSUs | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock repurchases and retirements | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, May 31, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Six Months Ended May 31, 2026 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||
| (in thousands) | Number of Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance, December 1, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Issuance of stock under employee stock purchase plan | — | — | |||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Vesting of RSUs | ( | — | — | ||||||||||||||||||||||||||||||||
| Withholding tax payments related to net issuance of RSUs | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock repurchases and retirements | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, May 31, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
6
| Three Months Ended May 31, 2025 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||
| (in thousands) | Number of Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance, March 1, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Issuance of stock under employee stock purchase plan | — | — | |||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | |||||||||||||||||||||||||||||||||
| Vesting of RSUs | ( | — | — | ||||||||||||||||||||||||||||||||
| Withholding tax payments related to net issuance of RSUs | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock repurchases and retirements | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, May 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Six Months Ended May 31, 2025 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | |||||||||||||||||||||||||||||||
| (in thousands) | Number of Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance, December 1, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Issuance of stock under employee stock purchase plan | — | — | |||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | |||||||||||||||||||||||||||||||||
| Vesting of RSUs | ( | — | — | ||||||||||||||||||||||||||||||||
| Withholding tax payments related to net issuance of RSUs | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock repurchases and retirements | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, May 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
7
Condensed Consolidated Statements of Cash Flows
| Six Months Ended | |||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | |||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash flows provided by operating activities: | |||||||||||
| Depreciation and amortization of property and equipment | |||||||||||
| Amortization of acquired intangibles and other | |||||||||||
| Amortization of debt discount and issuance costs | |||||||||||
| Stock-based compensation | |||||||||||
| Non-cash lease expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Credit losses and other sales allowances | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Other assets | |||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Lease liabilities | ( | ( | |||||||||
| Income taxes payable | ( | ( | |||||||||
| Deferred revenue | ( | ( | |||||||||
| Net cash flows provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Payments for acquisitions | ( | ||||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Proceeds from equity plans | |||||||||||
| Payments for taxes related to net share settlements of equity awards | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Dividend equivalent payments to stockholders | ( | ( | |||||||||
| Repurchases of convertible senior notes | ( | ||||||||||
| Proceeds from revolving line of credit | |||||||||||
| Repayment of revolving line of credit | ( | ( | |||||||||
| Net cash flows used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
8
Condensed Consolidated Statements of Cash Flows, continued
| Six Months Ended | |||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | |||||||||
| Supplemental disclosure: | |||||||||||
Cash paid for income taxes, net of refunds of $ | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Total fair value of restricted stock awards, restricted stock units, and deferred stock units on date vested | $ | $ | |||||||||
| Operating lease liabilities arising from obtaining right-of-use lease assets | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements.
9
Notes to Condensed Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements of Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") included herein are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information in the footnote disclosures of the financial statements has been condensed or omitted where it substantially duplicated information provided in the Company's latest audited consolidated financial statements, in accordance with the rules and regulations of the SEC. In our opinion, the financial statements include all adjustments of a normal recurring nature necessary for fair financial statement presentation. Interim results are not necessarily indicative of the results to be expected for the full year ending November 30, 2026. We have made estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying footnote disclosures. Actual results could differ significantly from these estimates.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and footnote disclosures included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025, as filed with the SEC on January 20, 2026 (our "2025 Annual Report").
Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 is intended to improve the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for us beginning with the annual period ending November 30, 2026, allowing for adoption on a prospective basis or a retrospective option. The adoption of this standard only impacts disclosures and is not expected to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact that the adoption of these standards will have on our consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which modernizes the accounting for internal-use software. ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use. ASU 2025-06 will be effective for us in our first quarter of 2029, and may be adopted on a prospective basis, full retrospective basis, or modified prospective basis with a cumulative-effect adjustment through retained earnings. Early adoption is permitted. We are currently evaluating the timing, method of adoption, and impact of ASU 2025-06 on our consolidated financial statements and disclosures.
10
Note 2: Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at May 31, 2026:
| Fair Value Measurements Using | |||||||||||||||||||||||
| (in thousands) | Total Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Foreign exchange derivatives | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2025:
| Fair Value Measurements Using | |||||||||||||||||||||||
| (in thousands) | Total Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Foreign exchange derivatives | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Contingent consideration | $ | ( | $ | $ | $ | ( | |||||||||||||||||
When developing fair value estimates, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices to measure fair value. The valuation technique used to measure fair value for our Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings, and currency rates. In certain cases, where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument.
We classify contingent consideration related to the Nuclia acquisition, which occurred in the third fiscal quarter of 2025, within Level 3 of the fair value hierarchy because the fair value is derived using significant unobservable inputs. We utilized the Monte Carlo simulation method to estimate the fair value of the contingent liability as of the acquisition date, and we have updated the fair value using an income approach in subsequent periods. The fair value of the contingent consideration, which is primarily dependent on the revenue of the acquired business in fiscal 2026, is remeasured each reporting period, with adjustments to fair value recorded as acquisition-related expenses in our condensed consolidated statements of operations. During the quarter ended May 31, 2026, we adjusted the carrying value of the contingent liability to zero . The gain was reported in acquisition-related expenses in the condensed consolidated statements of operations.
The following table reflects the activity for our contingent consideration obligation measured at fair value using Level 3 inputs for the six months ended May 31, 2026:
| (in thousands) | |||||
| Balance, December 1, 2025 | $ | ( | |||
| Changes in fair value of contingent consideration | |||||
Balance, May 31, 2026 | $ | ||||
There were no transfers between levels of the fair value measurement hierarchy during the six months ended May 31, 2026 and 2025.
11
Assets and Liabilities Not Carried at Fair Value
Fair Value of the Convertible Senior Notes
The following table details the fair value and carrying value of our Convertible Senior Notes that were due and paid in April 2026 and our Convertible Senior Notes due 2030 (together referred to as "the Notes"):
| May 31, 2026 | November 30, 2025 | ||||||||||||||||||||||
| (in thousands) | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||
Convertible senior notes due 2026(1) | $ | $ | $ | $ | |||||||||||||||||||
Convertible senior notes due 2030(2) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1) The carrying value of the convertible senior notes due 2026 (the "2026 Notes"), is reflected net of $0.8 million of unamortized debt issuance costs as of November 30, 2025.
(2) The carrying value of the convertible senior notes due 2030 (the "2030 Notes"), is reflected net of $7.9 million and $8.8 million of unamortized debt issuance costs as of May 31, 2026 and November 30, 2025, respectively.
The fair value of the Notes is based on quoted prices in an over-the-counter market on the last trading day of the reporting period and classified within Level 2 in the fair value hierarchy.
Fair Value of Other Financial Assets and Liabilities
The carrying amounts of other financial assets and liabilities including cash and cash equivalents, accounts receivable, unbilled accounts receivable, accounts payable, and accrued liabilities approximate their respective fair values due to their immediate or short-term maturities.
Borrowings under our revolving credit facility are recorded at carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments. The Company considers this a Level 2 input.
Note 3: Intangible Assets and Goodwill
Intangible Assets
Intangible assets are comprised of the following significant classes:
| May 31, 2026 | November 30, 2025 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Net Book Value | |||||||||||||||||||||||||||||
| Purchased technology | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Customer-related | ( | ( | |||||||||||||||||||||||||||||||||
| Trademarks and trade names | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
In the three and six months ended May 31, 2026, amortization expense related to intangible assets was $35.1 million and $69.5 million, respectively. In the three and six months ended May 31, 2025, amortization expense related to intangible assets was $36.6 million and $72.8 million, respectively.
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Future amortization expense for intangible assets as of May 31, 2026, is as follows:
| (in thousands) | |||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Goodwill
Changes in the carrying amount of goodwill in the six months ended May 31, 2026 are as follows:
| (in thousands) | |||||
| Balance, December 1, 2025 | $ | ||||
Measurement period adjustments(1) and other | |||||
Balance, May 31, 2026 | $ | ||||
(1) Represents measurement period adjustments related to Nuclia during fiscal year 2026. Refer to Note 4, Business Combinations for further information.
Note 4: Business Combinations
Nuclia Acquisition
On June 30, 2025, we completed the acquisition of Nuclia, an innovator in agentic Retrieval-Augmented Generation AI solutions, for a purchase price with an aggregate fair value of $21.4 million, which was primarily allocated to purchased technology and goodwill. The purchase consideration consisted of $20.3 million of cash paid at closing and contingent consideration with an estimated fair value of $1.1 million.
We are required to pay contingent earn-out consideration of up to $5.0 million to former Nuclia shareholders, based on the achievement of certain revenue targets during fiscal year 2026. The fair value of the earn-out liability was determined to be $1.1 million as of the acquisition date. Refer to Note 2, Fair Value Measurements for information regarding changes in the fair value of the earn-out liability, which are recorded as acquisition-related expenses in our condensed consolidated statements of operations.
We have not disclosed the amount of revenues and earnings of Nuclia since acquisition, nor pro forma financial information, as those amounts are not significant to our condensed consolidated financial statements.
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Note 5: Debt
As of May 31, 2026 and November 30, 2025, we had the following debt obligations:
| (in thousands) | May 31, 2026 | November 30, 2025 | |||||||||
| Current portion of long-term debt: | |||||||||||
| $ | $ | ||||||||||
Unamortized discount and issuance costs for the 2026 Notes | ( | ||||||||||
| Total current portion of long-term debt | |||||||||||
| Long-term debt: | |||||||||||
Revolving credit facility(1) | |||||||||||
| Total face value of long-term debt | |||||||||||
Unamortized discount and issuance costs for the 2030 Notes | ( | ( | |||||||||
| Total long-term debt | |||||||||||
| Total debt | $ | $ | |||||||||
In April 2026, the Company paid $361.8 million to redeem the outstanding portion of the 2026 Notes, including the outstanding principal amount and accrued interest through the April 2026 maturity date. We funded the redemption through borrowings under our existing revolving credit facility and cash on hand.
In April 2021, in connection with the pricing of the 2026 Notes, the Company entered into privately negotiated capped call transactions (the "2021 Capped Call Transactions") to reduce potential dilution to our common stock upon any conversion of the 2026 Notes and/or offset any potential cash payments the Company was required to make in excess of the principal amount of converted 2026 Notes. The 2021 Capped Call Transactions expired unexercised in April 2026.
During the six months ended May 31, 2026, we repaid $110.00 million on the revolving credit facility. The interest rate as of May 31, 2026 was 5.37 %.
Note 6: Common Stock Repurchases
On September 23, 2025, our Board of Directors increased the share repurchase authorization by $200.0 million to an aggregate authorization of $242.2 million. During the three and six months ended May 31, 2026, we repurchased and retired 1.2 million shares for $34.7 million and 1.7 million shares for $54.7 million, respectively. During the three and six months ended May 31, 2025, we repurchased and retired 0.4 million shares for $20.0 million and 0.9 million shares for $50.0 million, respectively. As of May 31, 2026, there was $147.5 million remaining under the current authorization.
Note 7: Stock-Based Compensation
Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using either the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate, and dividend yield. We recognize stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally four or five years for options and three or four years for restricted stock units, and adjust the expense each period for actual forfeitures. We recognize stock-based compensation expense related to performance stock units and our employee stock purchase plan using an accelerated attribution.
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In 2026, 2025, and 2024, we granted performance-based restricted stock units that include two three years 75 three-year 25 three-year
The following table provides the classification of stock-based compensation as reflected in our condensed consolidated statements of operations:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | |||||||||||||||||||
| Cost of maintenance, SaaS, and professional services | $ | $ | $ | $ | |||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Product development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
Note 8: Revenue Recognition
Timing of Revenue Recognition
Our revenues are derived from licensing our products and from related services, which consist of maintenance, SaaS, and professional services. Information relating to revenue from external customers by revenue type is as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | |||||||||||||||||||
| Performance obligations transferred at a point in time: | |||||||||||||||||||||||
| Software licenses | $ | $ | $ | $ | |||||||||||||||||||
| Performance obligations transferred over time: | |||||||||||||||||||||||
| Maintenance | |||||||||||||||||||||||
| SaaS | |||||||||||||||||||||||
| Professional services | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Geographic Revenue
In the following table, revenue attributed to North America includes sales to customers in the U.S. and Canada and sales to certain multinational organizations. Revenue from EMEA, Latin America, and the Asia Pacific region includes sales to customers in each region plus sales from the U.S. to distributors in these regions. Information relating to revenue from external customers from different geographical areas is as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | |||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Latin America | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
No single customer, partner, or country outside the U.S. accounted for more than 10% of our total revenue for the three and six months ended May 31, 2026 or 2025.
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Contract Balances
Unbilled Receivables and Contract Assets
As of May 31, 2026, billing of our non-current unbilled receivables is expected to occur as follows:
| (in thousands) | |||||
| 2027 | $ | ||||
| 2028 | |||||
| 2029 | |||||
| Total | $ | ||||
Contract assets arise when revenue is recognized in excess of billings and the right to the amount due from customers is conditioned on something other than the passage of time, such as the completion of a related performance obligation. We did not
Deferred Revenue
Deferred revenue is recorded when revenue is recognized subsequent to customer invoicing. Deferred revenue expected to be recognized as revenue more than one year subsequent to the balance sheet date is included in long-term liabilities on the condensed consolidated balance sheets. Our deferred revenue balance is primarily made up of deferred maintenance and deferred revenue related to our SaaS offerings.
As of May 31, 2026, the changes in deferred revenue were as follows:
| (in thousands) | |||||
| Balance, December 1, 2025 | $ | ||||
| Billings and other | |||||
| Revenue recognized that was deferred in prior periods | ( | ||||
| Revenue recognized from current period arrangements | ( | ||||
| Balance, May 31, 2026 | $ | ||||
Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of May 31, 2026, transaction price allocated to remaining performance obligations was $518.9 million. We expect to recognize approximately 74 % of the revenue within the next year and the remainder thereafter.
Deferred Contract Costs
Certain of our sales incentive programs meet the requirements to be capitalized. Depending upon the sales incentive program and the related revenue arrangement, such capitalized costs are amortized over the longer of (i) the product life, which is generally three to five years ; or (ii) the term of the related revenue contract. We determined that a three to five year product life represents the period of benefit that we receive from these incremental costs based on both qualitative and quantitative factors, which include customer contracts, industry norms, and product upgrades. Total deferred contract costs were $5.3 million and $6.5 million as of May 31, 2026 and November 30, 2025, respectively, and are included in other current assets and other assets on our condensed consolidated balance sheets. Amortization of deferred contract costs is included in sales and marketing expense on our condensed consolidated statements of operations and was insignificant in all periods presented.
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Note 9: Restructuring
The following table provides a summary of activity for all of our restructuring actions:
| (in thousands) | Excess Facilities and Other Costs | Employee Severance and Related Benefits | Total | ||||||||||||||
| Balance, December 1, 2025 | $ | $ | $ | ||||||||||||||
| Costs incurred | |||||||||||||||||
| Cash disbursements | ( | ( | ( | ||||||||||||||
| Asset impairment | ( | ( | |||||||||||||||
| Translation and other adjustments | ( | ( | ( | ||||||||||||||
| Balance, May 31, 2026 | $ | $ | $ | ||||||||||||||
Costs incurred during the three and six months ended May 31, 2026 are primarily related to our restructuring action that commenced in fiscal year 2025 to optimize efficiency, while ensuring alignment with the Company's long-term financial objectives. Cash disbursements for expenses incurred to date under this restructuring are expected to be made through the fourth quarter of fiscal year 2026. The restructuring reserve is included in other accrued liabilities on the condensed consolidated balance sheet as of May 31, 2026. We do not expect to incur additional material expenses in connection with this restructuring.
Note 10: Earnings Per Share
We compute basic earnings per share using the weighted average number of common shares outstanding. We compute diluted earnings per share using the weighted average number of common shares outstanding plus the effect of outstanding dilutive stock options, restricted stock units, and deferred stock units, using the treasury stock method and the effect of our convertible debt using the if-converted method. The following table sets forth the calculation of basic and diluted earnings per share on an interim basis:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in thousands, except per share data) | May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Effect of dilution from common stock equivalents | |||||||||||||||||||||||
| Effect of dilution from if-converted convertible notes | |||||||||||||||||||||||
| Diluted weighted average shares outstanding | |||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
We excluded stock awards representing approximately 4,289,000 and 3,888,000 shares of common stock from the calculation of diluted earnings per share in the three and six months ended May 31, 2026, respectively, as these awards were anti-dilutive. We excluded stock awards representing approximately 776,000 and 586,000 shares of common stock, from the calculation of diluted earnings per share in the three and six months ended May 31, 2025, respectively, as these awards were anti-dilutive.
The dilutive impact of the Notes on our calculation of diluted earnings per share is measured using the if-converted method. However, because the principal amount of the 2026 Notes was settled in cash and the principal amount of the 2030 Notes will be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any. During the three and six months ended May 31, 2026, we excluded the Notes in our diluted earnings per share calculation because the conversion feature in the Notes was out of the money. During the three and six months ended May 31, 2025, we included the 2026 Notes in our diluted earnings per share calculation and we excluded the 2030 Notes in our diluted earnings per share calculation because the conversion feature in the 2030 Notes was out of the money.
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Note 11: Segment Information
Operating segments are components of an enterprise that engages in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. Our CODM is our Chief Executive Officer.
We operate as one
The Company's significant expenses and other segment items are provided in the table below:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | |||||||||||||||||||
Revenue | $ | $ | $ | $ | |||||||||||||||||||
Costs of revenue (1) | |||||||||||||||||||||||
Sales and marketing (2) | |||||||||||||||||||||||
Product development (2) | |||||||||||||||||||||||
General and administrative (2) | |||||||||||||||||||||||
Stock-based compensation | |||||||||||||||||||||||
Amortization of intangibles | |||||||||||||||||||||||
Other segment items, net (3) | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
(1)Excludes amortization of intangibles and stock-based compensation.
(2)Excludes stock-based compensation.
(3)Includes restructuring expenses, acquisition-related expenses, cyber vulnerability response expenses, net, interest expense, interest income and other, net, foreign currency loss, net, and provision for income taxes.
Note 12: Cyber Related Matters
MOVEit Vulnerability
As previously disclosed, on the evening of May 28, 2023, we learned that our MOVEit Transfer (the on-premise version) and MOVEit Cloud (a cloud-hosted version of MOVEit Transfer) products were attacked by a threat actor who compromised and exfiltrated personal data from various customer-controlled MOVEit Transfer environments (the "MOVEit Vulnerability"). As a result of the MOVEit Vulnerability, we are party to certain class action lawsuits filed by individuals who claim to have been impacted by the exfiltration of data from the environments of our MOVEit Transfer customers, which have been centralized in multi-district litigation in the District of Massachusetts (the "MDL"). The MDL has also consolidated an insurance subrogation complaint (where an insurer is seeking recovery for expenses incurred on behalf of its insured in connection with the MOVEit Vulnerability) and, as of the date of this filing, one customer cross-claim. Motions to dismiss were filed and partially granted in July 2025, then further partially granted in January 2026 in response to our motions for reconsideration. In all, the court has dismissed, in whole or in part, 23 of the 33 claims asserted by the bellwether plaintiffs in the MDL. The court has ordered the conclusion of fact discovery by September 29, 2026, and that the filing of class certification briefing will begin on August 28, 2026, and continue into the fourth quarter of 2026. The MDL is not expected to conclude within the next twelve months.
As previously disclosed, we have also cooperated with inquiries and investigations from various governmental authorities, a number of which have been formally closed and, as of the date of this filing, have not resulted in any prosecution or enforcement actions.
18
Expenses Incurred and Future Costs
During the three and six months ended May 31, 2026, we incurred net costs of approximately $1.3 million and $2.6 million, respectively, related to the MOVEit Vulnerability. The costs recognized are net of insurance recoveries of $2.4 million and $3.4 million for the three and six months ended May 31, 2026, respectively. During the three and six months ended May 31, 2025, we incurred net costs of approximately $0.7 million and $1.5 million, respectively, related to the MOVEit Vulnerability. The costs recognized are net of insurance recoveries of $0.6 million and $1.3 million for the three and six months ended May 31, 2025, respectively. The timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses.
We expect to continue to incur legal and professional services expenses associated with the MOVEit Vulnerability in future periods. We will recognize these expenses as services are received, net of insurance recoveries. While a loss from these matters is reasonably possible, we cannot reasonably estimate a range of possible losses at this time, particularly while the foregoing matters remain ongoing. Furthermore, with respect to the MDL, alleged damages have not been specified, there is uncertainty as to the likelihood of a class or classes being certified or the ultimate size of any class if certified, and there are significant factual and legal issues to be resolved. With respect to the governmental inquiries and investigations, we are currently unable to reasonably estimate any possible adverse judgments, settlements, fines, or penalties. Therefore, we have not recorded a loss contingency liability for the MOVEit Vulnerability as of May 31, 2026.
Insurance Coverage
During the period when the MOVEit Vulnerability occurred, we maintained $15.0 million of cybersecurity insurance coverage, which has reduced our exposure to expenses and liabilities arising from these events. As of May 31, 2026, we have approximately $1.1 million of remaining cybersecurity insurance coverage under the applicable policy. We will pursue recoveries to the maximum extent available under our insurance policies.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain information that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended; Section 21E of the Securities Exchange Act of 1934, as amended; and the Private Securities Litigation Reform Act of 1995. Whenever we use words such as "believe," "may," "could," "would," "might," "should," "expect," "intend," "plan," "estimate," "target," "anticipate" and negatives and derivatives of these or similar expressions, or when we make statements concerning future financial results, product offerings, or other events that have not yet occurred, we are making forward-looking statements. Actual future results may differ materially from those contained in or implied by our forward-looking statements due to various factors which are more fully described in Part I, Item 1A. Risk Factors in our 2025 Annual Report as well as any risk factors described in Part II, Item 1A of this Quarterly Report on Form 10-Q. Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized. We also cannot assure you that we have identified all possible issues that we might face. We undertake no obligation to update any forward-looking statements that we make.
Overview
Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") provides software products that enable our customers to develop, deploy and manage responsible AI-powered applications and digital experiences.
Critical Accounting Policies
Management's discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. We make estimates and assumptions in the preparation of our consolidated financial statements that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. However, actual results may differ from these estimates. The most significant estimates relate to revenue recognition, loss contingencies and the MOVEit Vulnerability, and business combinations. For further information regarding the application of these and other accounting policies, see Note 1, Nature of Business and Summary of Significant Accounting Policies to our Consolidated Financial Statements in Item 8 of our 2025 Annual Report. There have been no significant changes to our critical accounting policies and estimates since our 2025 Annual Report.
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Use of Constant Currency
Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, if the local currencies of our foreign subsidiaries strengthen, our consolidated results stated in U.S. Dollars are positively impacted.
As exchange rates are an important factor in understanding period to period comparisons, we believe the presentation of revenue growth rates on a constant currency basis enhances the understanding of our revenue results and evaluation of our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance with accounting principles generally accepted in the United States of America.
Results of Operations
Revenue
| Three Months Ended | Percentage Change | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | As Reported | Constant Currency | |||||||||||||||||||
| Revenue | $ | 253,465 | $ | 237,355 | 7 | % | 6 | % | |||||||||||||||
| Six Months Ended | Percentage Change | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | As Reported | Constant Currency | |||||||||||||||||||
| Revenue | $ | 501,264 | $ | 475,370 | 5 | % | 4 | % | |||||||||||||||
Total revenue increased in the second quarter of fiscal year 2026 as compared to the same period last year primarily due to increases in license sales as well as a positive impact from foreign currency exchange, while maintenance, SaaS, and professional services were essentially unchanged from prior periods.
Software Licenses Revenue
| Three Months Ended | Percentage Change | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | As Reported | Constant Currency | |||||||||||||||||||
| Software licenses | $ | 68,979 | $ | 50,795 | 36 | % | 34 | % | |||||||||||||||
| As a percentage of total revenue | 27 | % | 21 | % | |||||||||||||||||||
| Six Months Ended | Percentage Change | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | As Reported | Constant Currency | |||||||||||||||||||
| Software licenses | $ | 136,560 | $ | 109,240 | 25 | % | 22 | % | |||||||||||||||
| As a percentage of total revenue | 27 | % | 23 | % | |||||||||||||||||||
Software licenses revenue increased in the second quarter of fiscal year 2026 primarily due to increases in our DataDirect, Chef, and MarkLogic product offerings. Software licenses revenue increased in the first six months of fiscal year 2026 primarily due to increases in our DataDirect, MarkLogic, and OpenEdge product offerings.
20
Maintenance, SaaS, and Professional Services Revenue
| Three Months Ended | Percentage Change | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | As Reported | Constant Currency | |||||||||||||||||||
| Maintenance | $ | 101,222 | $ | 103,491 | (2) | % | (4) | % | |||||||||||||||
| As a percentage of total revenue | 40 | % | 44 | % | |||||||||||||||||||
| SaaS | 73,005 | 72,105 | 1 | % | 1 | % | |||||||||||||||||
| As a percentage of total revenue | 29 | % | 30 | % | |||||||||||||||||||
| Professional services | 10,259 | 10,964 | (6) | % | (7) | % | |||||||||||||||||
| As a percentage of total revenue | 4 | % | 5 | % | |||||||||||||||||||
| Total maintenance, SaaS, and professional services | $ | 184,486 | $ | 186,560 | (1) | % | (2) | % | |||||||||||||||
| As a percentage of total revenue | 73 | % | 79 | % | |||||||||||||||||||
| Six Months Ended | Percentage Change | ||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | As Reported | Constant Currency | |||||||||||||||||||
| Maintenance | $ | 201,561 | $ | 203,026 | (1) | % | (3) | % | |||||||||||||||
| As a percentage of total revenue | 40 | % | 43 | % | |||||||||||||||||||
| SaaS | 143,466 | 141,515 | 1 | % | 1 | % | |||||||||||||||||
| As a percentage of total revenue | 29 | % | 30 | % | |||||||||||||||||||
| Professional services | 19,677 | 21,589 | (9) | % | (10) | % | |||||||||||||||||
| As a percentage of total revenue | 4 | % | 5 | % | |||||||||||||||||||
| Total maintenance, SaaS, and professional services | $ | 364,704 | $ | 366,130 | — | % | (2) | % | |||||||||||||||
| As a percentage of total revenue | 73 | % | 77 | % | |||||||||||||||||||
Maintenance and SaaS revenue were essentially unchanged from prior periods. Professional services revenue decreased across multiple product offerings as compared to the same periods last year.
Cost of Software Licenses
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Cost of software licenses | $ | 3,675 | $ | 2,987 | 23 | % | $ | 6,688 | $ | 5,912 | 13 | % | |||||||||||||||||||||||
| As a percentage of software licenses revenue | 5 | % | 6 | % | 5 | % | 5 | % | |||||||||||||||||||||||||||
Cost of software licenses consists primarily of royalties, electronic software distribution, duplication, and packaging. Cost of software licenses as a percentage of software license revenue varies from period to period depending upon the relative product mix. The increases in the second quarter and first six months of fiscal year 2026 compared to the same periods last year were related to increased royalty costs.
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Cost of Maintenance, SaaS, and Professional Services
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Cost of maintenance, SaaS, and professional services | $ | 32,259 | $ | 33,764 | (4) | % | $ | 64,359 | $ | 66,648 | (3) | % | |||||||||||||||||||||||
| As a percentage of maintenance, SaaS, and professional services revenue | 17 | % | 18 | % | 18 | % | 18 | % | |||||||||||||||||||||||||||
Cost of maintenance, SaaS, and professional services consist primarily of hosting costs, and personnel-related costs attributable to customer support, cloud operations, consulting, and education. The decreases in all periods shown are primarily due to decreased contractors and headcount related costs in fiscal year 2026.
Amortization of Acquired Intangibles – Costs of Revenue
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Amortization of acquired intangibles | $ | 8,938 | $ | 10,537 | (15) | % | $ | 17,689 | $ | 20,959 | (16) | % | |||||||||||||||||||||||
| As a percentage of total revenue | 4 | % | 4 | % | 4 | % | 4 | % | |||||||||||||||||||||||||||
Amortization of acquired intangibles included in costs of revenue primarily represents the amortization of the value assigned to technology-related intangible assets obtained in business combinations. The year-over-year decreases in all periods shown are due to the run-off of existing intangible assets over the period.
Sales and Marketing
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Sales and marketing | $ | 54,341 | $ | 49,677 | 9 | % | $ | 106,338 | $ | 100,973 | 5 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 21 | % | 21 | % | 21 | % | 21 | % | |||||||||||||||||||||||||||
Sales and marketing expenses increased in all periods presented due to increased personnel-related costs, partially offset by lower marketing and sales events costs. These costs as a percentage of total revenue were 21% in all periods presented.
Product Development
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Product development | $ | 48,840 | $ | 46,570 | 5 | % | $ | 99,314 | $ | 92,945 | 7 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 19 | % | 20 | % | 20 | % | 20 | % | |||||||||||||||||||||||||||
Product development expenses increased in all periods presented primarily due to increased personnel-related costs.
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General and Administrative
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| General and administrative | $ | 32,236 | $ | 25,637 | 26 | % | $ | 58,740 | $ | 51,260 | 15 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 13 | % | 11 | % | 12 | % | 11 | % | |||||||||||||||||||||||||||
General and administrative expenses include the costs of our finance, human resources, legal, information systems, and administrative departments. The increases in all periods shown was due to higher stock-based compensation expense and additional reserves related to our receivables, partially offset by lower contractors and outside services costs.
Amortization of Acquired Intangibles – Operating Expenses
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Amortization of acquired intangibles | $ | 26,167 | $ | 26,063 | — | % | $ | 51,784 | $ | 51,871 | — | % | |||||||||||||||||||||||
| As a percentage of total revenue | 10 | % | 11 | % | 10 | % | 11 | % | |||||||||||||||||||||||||||
Amortization of acquired intangibles included in operating expenses primarily represents the amortization of value assigned to intangible assets obtained in business combinations other than assets identified as purchased technology. Amortization of acquired intangibles decreased in all periods shown due to the run-off of existing intangible assets over the period.
Cyber Vulnerability Response Expenses, Net
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Cyber vulnerability response expenses, net | $ | 1,266 | $ | 730 | 73 | % | $ | 2,624 | $ | 1,467 | 79 | % | |||||||||||||||||||||||
| As a percentage of total revenue | — | % | — | % | 1 | % | — | % | |||||||||||||||||||||||||||
Since the discovery of the MOVEit Vulnerability that was disclosed on June 5, 2023, we have incurred expenses and will incur future costs related to the MOVEit Vulnerability. Such costs and expenses are net of received insurance recoveries. Please refer to Note 12, Cyber Related Matters for additional details, and updates regarding the MOVEit Vulnerability.
Restructuring Expenses
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Restructuring expenses | $ | 1,480 | $ | 1,043 | 42 | % | $ | 2,186 | $ | 8,072 | (73) | % | |||||||||||||||||||||||
| As a percentage of total revenue | 1 | % | — | % | — | % | 2 | % | |||||||||||||||||||||||||||
Restructuring expenses recorded in the second quarter and first six months of fiscal year 2026 primarily relate to the headcount reduction action in November 2025, and facility closures in other existing restructuring actions. Restructuring expenses recorded in the second quarter and first six months of fiscal year 2025 primarily relate to headcount reductions and a facility closure in connection with the restructuring action related to the ShareFile acquisition in November 2024. See Note 9, Restructuring for additional details, including types of expenses incurred and the timing of future expenses and cash payments.
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Acquisition-Related Expenses
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Acquisition-related expenses | $ | (939) | $ | 1,731 | (154) | % | $ | (125) | $ | 4,221 | (103) | % | |||||||||||||||||||||||
| As a percentage of total revenue | — | % | 1 | % | — | % | 1 | % | |||||||||||||||||||||||||||
Acquisition-related costs are expensed as incurred and include those costs incurred as a result of business combinations. These costs consist of professional service fees, including third-party legal and valuation-related fees. The decrease in acquisition-related expenses in the second quarter of and first six months fiscal year 2026 are due to the fair value adjustment related to the contingent earn-out to former Nuclia shareholders. See Note 4, Business Combinations, acquisition-related expenses in the same period of fiscal year 2025 were primarily related to our acquisition of ShareFile.
Other (Expense) Income
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Interest expense | $ | (15,911) | $ | (18,138) | (12) | % | $ | (31,157) | $ | (36,567) | (15) | % | |||||||||||||||||||||||
| Interest income and other, net | 233 | 294 | (21) | % | 550 | 781 | (30) | % | |||||||||||||||||||||||||||
| Foreign currency loss, net | (684) | (908) | (25) | % | (1,928) | (2,090) | (8) | % | |||||||||||||||||||||||||||
| Total other expense, net | $ | (16,362) | $ | (18,752) | 13 | % | $ | (32,535) | $ | (37,876) | 14 | % | |||||||||||||||||||||||
| As a percentage of total revenue | (6) | % | (8) | % | (6) | % | (8) | % | |||||||||||||||||||||||||||
Total other expense, net, decreased in the second quarter and first six months of fiscal year 2026 due to a lower weighted average balance and interest rate on our revolving line of credit as compared to the same periods last year. These decreases in interest expense were partially offset by the redemption of our 2026 Notes in April, which was funded by drawing on our revolving line of credit that carries a higher interest rate than the Notes. Refer to Note 5, Debt for further discussion. Foreign currency loss decreased year-over-year due to rate volatility and timing of intercompany and hedge settlement activities.
Provision for Income Taxes
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | Percentage Change | May 31, 2026 | May 31, 2025 | Percentage Change | |||||||||||||||||||||||||||||
| Provision for income taxes | $ | 7,767 | $ | 2,835 | 174 | % | $ | 15,246 | $ | 5,191 | 194 | % | |||||||||||||||||||||||
| As a percentage of income before income taxes | 27 | % | 14 | % | 26 | % | 16 | % | |||||||||||||||||||||||||||
Our effective tax rate was 27% and 14% in the second fiscal quarters of 2026 and 2025, respectively. The increase in the effective rate is primarily due to changes in the jurisdictional mix of earnings, including the proportion of U.S. versus non-U.S. income, and discrete tax expense of $0.8 million in the second fiscal quarter of 2026 compared to a discrete tax benefit of $1.1 million in the second fiscal quarter of 2025.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law, introducing significant changes to the U.S. federal income tax system. The legislation contains key modifications to the provisions of the 2017 Tax Cuts and Jobs Act and has multiple effective dates. In our fiscal 2026, provisions under OBBBA allow for an immediate deduction of U.S. Research & Experimental expenditures and a return to interest expense limitations based on EBITDA, which results in a reduction to the current taxes payable.
Select Performance Metrics:
Management evaluates our financial performance using a number of financial and operating metrics. These metrics are periodically reviewed and revised to reflect changes in our business.
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Annualized Recurring Revenue ("ARR")
We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.
We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.
For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period.
Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term. The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.
ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.
Our ARR was $868 million and $850 million as of May 31, 2026 and 2025, respectively, which is an increase of 2% year-over-year.
Net Retention Rate
We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.
Our net retention rates have generally ranged between 99% and 100% for all periods presented. We believe net retention rates can be a helpful indicator of the durability of top line performance.
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Liquidity and Capital Resources
Cash and Cash Equivalents
| (in thousands) | May 31, 2026 | November 30, 2025 | |||||||||
| Cash and cash equivalents | $ | 102,978 | $ | 94,807 | |||||||
The increase in cash and cash equivalents of $8.2 million from the end of fiscal year 2025 was due to cash inflows from operations of $177.5 million. The cash inflows described above were offset by cash outflows of $110.0 million to pay down the revolving line of credit, repurchases of common stock of $55.1 million, and purchases of property and equipment of $4.6 million. Except as described below, there are no limitations on our ability to access our cash and cash equivalents.
As of May 31, 2026, $70.0 million of our cash and cash equivalents was held by our foreign subsidiaries. The Company has determined that a substantial portion of unremitted foreign earnings are no longer indefinitely reinvested. As a result of this, we plan to utilize worldwide cash based on the needs of the parent entity. These amounts will be repatriated as needed. Deferred taxes are recorded for earnings of our foreign operations that we determine are not indefinitely reinvested.
| Six Months Ended | |||||||||||
| (in thousands) | May 31, 2026 | May 31, 2025 | |||||||||
| Net cash flows provided by operating activities | $ | 177,463 | $ | 98,943 | |||||||
| Net cash flows used in investing activities | $ | (4,569) | $ | (2,980) | |||||||
| Net cash flows used in financing activities | $ | (164,018) | $ | (118,103) | |||||||
Cash Flows Provided by Operating Activities
The increase in cash generated from operations in the first six months of fiscal year 2026, as compared to the same period last year, was primarily attributable to higher collections, increased income from operations, and lower interest expense.
Our gross accounts receivable as of May 31, 2026, decreased by $72.0 million from the end of fiscal year 2025. Our days sales outstanding ("DSO") in accounts receivable was 49 days in the second quarter of fiscal year 2026 compared to 53 days and 73 days in the second and fourth fiscal quarters of 2025, respectively, due to the timing of billings and collections.
Cash Flows Used in Investing Activities
Net cash outflows and inflows of our net investment activity are generally a result of capital expenditures as well as the timing of acquisitions. In the first six months of fiscal year 2026, we purchased $4.6 million of property and equipment. In the second quarter of fiscal year 2025 we had $1.8 million of purchases of property and equipment and a payment of $1.2 million related to the acquisition of ShareFile.
Cash Flows Used in Financing Activities
We repurchased $55.1 million of our common stock under our share repurchase plan in the first six months of fiscal year 2026 as compared to $50.1 million in the same period of the prior year. Further, we received proceeds from our revolving line of credit of $360.0 million which we used to repurchase our convertible senior note for $360.0 million, and additionally we made payments on our revolving line of credit of $110.0 million through the second quarter of fiscal year 2026 as compared to $70.0 million in the same period of fiscal year 2025.
Share Repurchases
On September 23, 2025, our Board of Directors increased the share repurchase authorization by $200.0 million to an aggregate authorization of $242.2 million. During the three and six months ended May 31, 2026, we repurchased and retired 1.2 million shares for $34.7 million and 1.7 million shares for $54.7 million, respectively. During the three and six months ended May 31, 2025, we repurchased and retired 0.4 million shares for $20.0 million and 0.9 million shares for $50.0 million, respectively. The shares were repurchased in both periods as part of the share repurchase program as authorized by our Board of Directors. As of May 31, 2026, there was $147.5 million remaining under the current authorization.
26
Restructuring Activities
See Note 9, Restructuring to the condensed consolidated financial statements.
Convertible Senior Notes and Long-Term Debt
See Note 5, Debt to the condensed consolidated financial statements.
Liquidity Outlook
Cash from operations in fiscal year 2026 could be affected by various risks and uncertainties, including, but not limited to, the effects of various risks detailed in Part I, Item 1A. Risk Factors in our 2025 Annual Report, including increased disruption and volatility in capital markets and credit markets that could adversely affect our liquidity and capital resources in the future. However, based on our current business plan, we believe that existing cash balances, together with funds generated from operations and amounts available under our revolving credit facility, will be sufficient to finance our operations and meet our foreseeable cash requirements through at least the next twelve months. Our foreseeable cash needs include capital expenditures, acquisitions, debt repayments, share repurchases, lease commitments, restructuring obligations, and other long-term obligations.
We expect to continue to make payments on the revolving credit facility and are also continuously evaluating additional financing options, the net proceeds of which could be used for general corporate purposes or to repay outstanding indebtedness.
Legal and Other Regulatory Matters
MOVEit Vulnerability
As previously disclosed, on the evening of May 28, 2023, we learned that our MOVEit Transfer (the on-premise version) and MOVEit Cloud (a cloud-hosted version of MOVEit Transfer) products were attacked by a threat actor who compromised and exfiltrated personal data from various customer-controlled MOVEit Transfer environments. As a result of the MOVEit Vulnerability, we are party to certain class action lawsuits filed by individuals who claim to have been impacted by the exfiltration of data from the environments of our MOVEit Transfer customers, which have been centralized in the MDL. The MDL has also consolidated an insurance subrogation complaint (where an insurer is seeking recovery for expenses incurred on behalf of its insured in connection with the MOVEit Vulnerability) and, as of the date of this filing, one customer cross-claim. Motions to dismiss were filed and partially granted in July 2025, then further partially granted in January 2026 in response to our motions for reconsideration. In all, the court has dismissed, in whole or in part, 23 of the 33 claims asserted by the bellwether plaintiffs in the MDL. The court has ordered the conclusion of fact discovery by September 29, 2026, and that the filing of class certification briefing will begin on August 28, 2026, and continue into the fourth quarter of 2026. The MDL is not expected to conclude within the next twelve months. As previously disclosed, we have also cooperated with inquiries and investigations from various governmental authorities, a number of which have been formally closed and, as of the date of this filing, have not resulted in any prosecution or enforcement actions.
Please refer to Note 12, Cyber Related Matters to the condensed consolidated financial statements for additional details and updates regarding the MOVEit Vulnerability.
Recent Accounting Pronouncements
Refer to Note 1, Summary of Significant Accounting Policies to the condensed consolidated financial statements for further discussion.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
During the first six months of fiscal year 2026, with the exception of repayments on our revolving credit facility, there were no significant changes to our quantitative and qualitative disclosures about market risk. Please refer to Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk included in our 2025 Annual Report, for a more complete discussion of the market risks we encounter.
27
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Our management maintains disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.
Our management, including our principal executive and principal financial officers, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, we concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of May 31, 2026.
(b) Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended May 31, 2026 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Please refer to Note 12, Cyber Related Matters to the condensed consolidated financial statements for a discussion of legal proceedings related to the MOVEit Vulnerability. Our 2025 Annual Report and previous SEC filings also contain additional information, including risk factors, related to the MOVEit Vulnerability.
We are also subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material effect on our financial position, results of operations, or cash flows.
Item 1A. Risk Factors
We operate in a rapidly changing environment that involves certain risks and uncertainties, some of which are beyond our control. In addition to the information provided in this report, please refer to Part I, Item 1A. Risk Factors in our 2025 Annual Report for a more complete discussion regarding certain factors that could materially affect our business, financial condition, or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Stock Repurchases
Information related to the repurchases of our common stock by month in the second quarter of fiscal year 2026 is as follows:
| (in thousands, except per share and share data) | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| Period | ||||||||||||||||||||||||||
| March 2026 | — | $ | — | — | $ | 182,220 | ||||||||||||||||||||
| April 2026 | 729,071 | 28.05 | 729,071 | 161,754 | ||||||||||||||||||||||
| May 2026 | 496,183 | 28.65 | 496,183 | 147,529 | ||||||||||||||||||||||
| Total | 1,225,254 | $ | 28.29 | 1,225,254 | $ | 147,529 | ||||||||||||||||||||
On September 23, 2025, our Board of Directors increased the share repurchase authorization by $200.0 million to an aggregate authorization of $242.2 million. The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors, and the Board of Directors may choose to suspend, expand, or discontinue the repurchase program at any time. As of May 31, 2026, there was $147.5 million remaining under the current authorization.
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Item 5. Other Information
(c) Insider Adoption or Termination of Trading Arrangements
During the second quarter of fiscal year 2026, none of our directors or officers informed us of the adoption termination
30
Item 6. Exhibits
The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q:
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||||||||||||||||||||||||
| 10.1** | Progress Software Corporation 1991 Employee Stock Purchase Plan, as amended and restated | X | ||||||||||||||||||||||||||||||
| 10.2** | Progress Software Corporation 2008 Stock Option and Incentive Plan, as amended and restated | X | ||||||||||||||||||||||||||||||
| 31.1 | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Yogesh K. Gupta | X | ||||||||||||||||||||||||||||||
| 31.2 | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Anthony Folger | X | ||||||||||||||||||||||||||||||
| 32.1* | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | |||||||||||||||||||||||||||||||
| 101* | The following materials from Progress Software Corporation's Quarterly Report on Form 10-Q for the three and six months ended May 31, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of May 31, 2026 and November 30, 2025; (ii) Condensed Consolidated Statements of Operations for the three and six months ended May 31, 2026 and 2025; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended May 31, 2026 and 2025; (iv) Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended May 31, 2026 and 2025; (v) Condensed Consolidated Statements of Cash Flows for the six months ended May 31, 2026 and 2025; and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||
| * | Furnished herewith | ||||
| ** | Management contract or compensatory plan or arrangement in which an executive officer or director of Progress Software Corporation participates. | ||||
31
SIGNATURES
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.
PROGRESS SOFTWARE CORPORATION
(Registrant)
| Dated: | June 30, 2026 | /s/ YOGESH K. GUPTA | |||||||||
| Yogesh K. Gupta | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Dated: | June 30, 2026 | /s/ ANTHONY FOLGER | |||||||||
| Anthony Folger | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
| Dated: | June 30, 2026 | /s/ DOMENIC LOCOCO | |||||||||
| Domenic LoCoco | |||||||||||
| Senior Vice President and Chief Accounting Officer | |||||||||||
| (Principal Accounting Officer) | |||||||||||
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FAQ
How did Progress Software (PRGS) perform financially in Q2 2026?
Progress Software posted Q2 2026 revenue of $253.5 million, up 7% year over year, and net income of $21.1 million. Diluted EPS was $0.50. Stronger software license sales and controlled costs supported the profit increase compared with the prior-year quarter.
What were Progress Software’s revenues and profits for the first half of 2026?
For the six months ended May 31, 2026, Progress Software generated $501.3 million in revenue and $43.9 million in net income. Diluted EPS was $1.03. Results improved versus 2025 as higher license revenue and lower amortization and interest expense supported earnings growth.
What is Progress Software’s annualized recurring revenue (ARR) and net retention rate?
Progress Software reported $868 million of annualized recurring revenue as of May 31, 2026, a 2% year-over-year increase. Management said net retention rates generally ranged between 99% and 100%, indicating most recurring customers maintained or modestly expanded their spend over the prior year.
How is Progress Software managing its debt and liquidity in 2026?
As of May 31, 2026, Progress Software held $103.0 million in cash and $1.29 billion in total debt, mainly a $450 million 2030 convertible note and $850 million on its revolver. It redeemed the 2026 convertible notes in April using revolver borrowings and cash, supported by strong operating cash flow.
How much stock did Progress Software repurchase in the first half of 2026?
Progress Software repurchased and retired 1.7 million shares for $54.7 million in the first six months of fiscal 2026. In Q2 alone, it bought back roughly 1.2 million shares. $147.5 million remained available under the Board-authorized share repurchase program at May 31, 2026.
What is the status of MOVEit-related legal matters for Progress Software?
Progress Software remains involved in MOVEit-related multi-district litigation and other proceedings. The court has dismissed all or part of 23 of 33 bellwether claims. The company incurred $2.6 million net cyber response costs in the first half of 2026 and still has about $1.1 million of cyber insurance coverage.
How did foreign currency impact Progress Software’s Q2 2026 results?
Foreign currency provided a modest tailwind to Q2 2026 revenue. Total revenue grew 7% as reported and 6% in constant currency. North America remained the largest region, contributing $162.5 million of the quarter’s revenue, with additional contributions from EMEA, Latin America, and Asia Pacific.