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PROGRESS SOFTWARE CORP /MA
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2026-07-22
2026-07-22
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
July
22, 2026
Date of Report (Date of earliest event reported)
____________________
Progress Software Corporation
PROGRESS
SOFTWARE CORP /MA
(Exact name of registrant as specified in its charter)
| Delaware |
0-19417 |
04-2746201 |
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
15 Wayside Road, Suite 400
Burlington, Massachusetts 01803
(Address of principal executive offices, including
zip code)
(781) 280-4000
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
PRGS |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement. |
On July 22, 2026, Progress Software Corporation (“Progress”)
entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Domo, Inc., a Delaware corporation (the “Seller”),
pursuant to which Progress has agreed to acquire substantially all of the assets and employees, excluding the Seller’s net operating
loss carryforwards, and assume certain liabilities of the Seller used in the operation of its business of providing software platforms,
applications, tools and related technologies for business intelligence, data visualization, reporting and dashboarding, data integration
and analytics, embedded and distributed analytics, workflow and process automation, AI-powered data products and AI agents, and data governance
and data management, in each case delivered on a cloud-based, hosted, on premises or hybrid basis to enterprise, commercial and governmental
customers (the “AI and Data Platform Business”). The transactions contemplated by the Purchase Agreement are collectively
referred to as the “Transaction”.
At the closing of the Transaction (the “Closing”), Progress
will acquire the AI and Data Platform Business for an aggregate purchase price of approximately $400 million, subject to (i) a downward
adjustment equal to the amount by which the cash acquired by Progress at Closing is less than $25 million and (ii) an adjustment
for indebtedness of the AI and Data Platform Business or the purchased assets that remains outstanding and is not repaid at or prior to
the Closing (the “Purchase Price”). The Purchase Price will be paid for with a combination of cash and an existing revolving
credit facility.
Each of Progress and the Seller have made customary representations, warranties
and covenants in connection with the Transaction. The obligations of Progress and the Seller to consummate the Transaction are subject
to the satisfaction or waiver of certain customary conditions, including, among other things, the expiration or termination of the applicable
waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the filing with the SEC of an information
statement relating to the approval of the Transaction by a requisite majority of stockholders of the Seller. There is no financing condition
to consummate the Transaction. The Purchase Agreement also provides each of Progress and the Seller with customary termination rights.
The Purchase Agreement contains representations and warranties that the
parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for
purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection
with negotiating the terms of the Purchase Agreement. In addition, such representations and warranties: (i) may not be accurate or complete
as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules; (iii) may be subject
to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have been used for the purpose
of allocating risk among the parties to the Purchase Agreement, rather than establishing matters as facts. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in Progress’s public disclosures. For the foregoing reasons, the representations and warranties
should not be relied upon as statements of factual information.
The foregoing descriptions of the Purchase Agreement and the Transaction
do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy of which is filed with
this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Voting and Support Agreement
Concurrently with the execution and delivery of the Purchase Agreement,
Progress entered into a Voting and Support Agreement (the “Support Agreement”) with stockholders of the Seller holding sufficient
voting power to approve the Transaction under applicable law and the Seller's organizational documents, pursuant to which such stockholders
agreed, among other things, to execute and deliver a written consent approving and adopting the Purchase Agreement and the Transaction
and to comply with certain transfer and other restrictions with respect to their shares of the Seller’s common stock, in each case
subject to the terms and conditions of the Support Agreement. Following delivery of such written consent, no further approval of the Seller’s
stockholders is required to approve the Transaction.
| Item 2.02. |
Results of Operations and Financial Condition. |
On July 22, 2026, Progress issued a press release (the “Press Release”)
which provided an update on its previously issued guidance for the third fiscal quarter of 2026. The Press Release is being furnished
with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in or incorporated by reference into this Item
2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 7.01. |
Regulation FD Disclosure. |
The Press Release also announced the execution of the Purchase Agreement.
The Press Release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01
by reference is an investor presentation that will be used by Progress in connection with an investor call taking place on July 22, 2026,
at 5:00 p.m. Eastern time. An audio recording of the investor call and a copy of the investor presentation will be made available on the
Investor Relations page of Progress’ website.
The information set forth in or incorporated by reference into this Item
7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,”
“could,” “would,” “might,” “should,” “expect,” “intend,” “plan,”
“target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning
or the use of future dates. Forward-looking statements in this Current Report include, but are not limited to, statements regarding Progress’
ability to consummate the Transaction. Risks, uncertainties and other important factors that could cause actual results to differ from
those expressed or implied in the forward looking statements include: Progress’ ability to close the Transaction, the expected time
of closing or the expected benefits therefrom; uncertainties as to the effects of disruption from the acquisition of the AI and Data Platform
Business making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities;
other business effects, including the effects of industry, economic or political conditions outside of Progress’ or the Seller’s
control; transaction costs; actual or contingent liabilities; uncertainties as to whether anticipated synergies or tax benefits will be
realized; and uncertainties as to whether the AI and Data Platform Business will be successfully integrated with Progress' business. For
further information regarding risks and uncertainties associated with Progress' business, please refer to Progress' filings with the Securities
and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2025, and its Quarterly Reports
on Form 10-Q for the fiscal quarters ended February 28, 2026 and May 31, 2026. Progress undertakes no obligation to update any forward-looking
statements, which speak only as of the date of this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
|
Description |
|
2.1 |
|
Asset Purchase Agreement, dated as of July 22, 2026, by and between Domo, Inc., a Delaware corporation and Progress Software Corporation* |
|
99.1 |
|
Press Release, dated July 22, 2026 |
|
99.2 |
|
Investor Presentation, dated July 22, 2026 |
|
104 |
|
Cover Page Interactive Data file (embedded within the Inline XBRL document) |
* The schedules to the Purchase Agreement have been omitted from this filing
pursuant to Item 601(b)(2) of Regulation S-K. Registrant will furnish copies of such schedules to the Securities and Exchange Commission
upon request by the Commission.
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 hereunto duly authorized.
| |
|
|
| |
Progress Software Corporation |
| Date: July 22, 2026 |
|
|
| |
By: |
/s/ YUFAN STEPHANIE WANG |
| |
|
YuFan Stephanie Wang |
| |
|
Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
Progress Software to Acquire Domo’s
AI and Data Platform Business
Acquisition further strengthens the capabilities
of Progress data platform offerings to provide organizations the context and control to securely turn fragmented enterprise knowledge
into governed, AI-ready intelligence—improving accuracy, speed and cost.
BURLINGTON, Mass., July 22, 2026—Progress Software
(Nasdaq: PRGS), an AI infrastructure software leader, today announced that it entered into an agreement to acquire substantially all
of the assets and assume certain liabilities of Domo, including its AI and data products platform.
The acquisition aligns with Progress’ strategy to deliver
the context and control for AI so customers can achieve their business goals with confidence. Domo’s agentic platform for the
intelligent enterprise complements and significantly broadens Progress’ data platform offerings, creating powerful synergies to
deliver innovative, secure and scalable AI data readiness solutions worldwide.
“Effective AI starts with accurate, trusted data and
content to provide the context for accurate and verifiable outcomes,” said Yogesh Gupta, CEO of Progress Software. “Domo is
a leading AI and data platform that enables businesses to access, integrate and leverage their data at scale. Domo’s product capabilities,
coupled with their team’s expertise in cloud architectures and analytics, are highly complementary to our expanding Progress data
platform capabilities that significantly improve the security, governance and cost of our customers’ AI initiatives.”
Domo will add a customer base of over 2,400 businesses, as
well as a global and strategic ecosystem of cloud data warehouse technology partnerships.
“We have built Domo around the simple idea that trusted data should
help people make better decisions and take action,” said Josh James, founder and CEO of Domo. “The addition of our product
capabilities to the Progress data platform will give customers a stronger foundation for building AI that understands their business,
works from governed data and can be trusted to support meaningful decisions.”
The proposed acquisition of Domo’s AI and data platform
business is another example of the continued execution of Progress’ Total Growth Strategy. Progress continues to maintain financial
discipline while seeking to acquire strong businesses with products that complement its existing AI solutions portfolio, include a robust
customer base with strong retention rates and solid recurring revenue, and align with its company culture.
Reiterating Guidance
Based on currently available information, Progress anticipates
revenue and non-GAAP earnings per share for its fiscal third quarter will be within or above the high end of previously issued guidance
provided on June 30, 2026. The company will discuss full financial results of its third quarter on a conference call on September 30,
2026.
Transaction Details
The transaction is structured as an asset purchase where Progress
intends to acquire substantially all of the assets and assume certain liabilities of Domo for a cash purchase price of $400 million. The
acquisition is currently expected to close within Progress’ fiscal year, ending November 30, 2026, subject to obtaining regulatory
approvals and the satisfaction of other customary closing conditions as set forth in the definitive agreement.
Progress expects to finance the transaction with a combination
of cash and Progress’ existing revolving credit facility.
Conference Call
Progress will host a conference call to review details of the transaction
at 5 p.m. EDT today, Wednesday, July 22, 2026. A live webcast of the call will be available using this link. To access the conference
call by phone, please use this link to retrieve dial-in details. Attendees must register for the conference call and an archived
version and support materials will be available on the Progress Investor Relations webpage shortly after the conference call concludes.
Advisors
Citi is serving as the exclusive financial advisor for Progress on
this transaction, and DLA Piper LLP (US) is serving as Progress’ legal counsel. Jefferies LLC is serving as the exclusive financial
advisor to Domo, and Goodwin Procter LLP is serving as legal counsel.
About Progress Software
Progress Software
(Nasdaq: PRGS) provides the context and control organizations need to reliably extract value from AI — context drawn
from an organization’s data, content and workflows, and control over the security, governance and cost of their AI
initiatives. Learn how hundreds of thousands of businesses, powering the work of tens of millions of professionals worldwide, realize
value from trusted, enterprise-ready AI at www.progress.com.
About Domo
Domo (Nasdaq: DOMO) is an AI and Data Products platform that
helps companies of all sizes leverage data and AI to drive value in today’s data-driven world. Built around our customers’
preferred data foundation, powered by our award-winning Domo.AI solution, and enriched with our partner ecosystem, the Domo platform enables
users to prepare, visualize, automate, distribute, and build end-to-end data products that provide solutions across the entire data journey.
From hydrating your data foundation, to building fully embedded applications that can be shared with your employees and customers, to
deploying AI models across a variety of providers, Domo gives users the ability to build data products that generate measurable value
for the business.
Note Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,”
“could,” “would,” “might,” “should,” “expect,” “intend,” “plan,”
“target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning
or the use of future dates. Risks, uncertainties and other important factors that could cause actual results to differ from those expressed
or implied in the forward-looking statements include: Progress’ ability to close the proposed transaction, the expected time of
closing or the expected benefits therefore; uncertainties as to the effects of disruption from the acquisition of Domo making it more
difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects,
including the effects of industry, economic or political conditions outside of Progress’ control; transaction costs; actual or contingent
liabilities; uncertainties as to whether anticipated synergies or tax benefits will be realized; and uncertainties as to whether Domo’s
business will be successfully integrated with Progress’ business. For further information regarding risks and uncertainties associated
with Progress’ business, please refer to Progress’ filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended November 30, 2025. Progress undertakes no obligation to update any forward-looking statements,
which speak only as of the date of this press release.
Non-GAAP Financial Information
This press release contains certain non-GAAP financial measures. These
measures are provided solely as supplemental information and are not intended to be considered in isolation or as a substitute for the
comparable GAAP measures; these measures reflect assumptions and expected synergies from the transaction and are subject to risks and
uncertainties. Progress is unable to provide a reconciliation of the projected non-GAAP measures provided herein to the relevant projected
GAAP measures without unreasonable effort because certain items necessary to calculate such GAAP measures are inherently uncertain and
dependent on future events.
# # #
Progress is a trademark or registered trademark of Progress Software
Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks
of their respective owners.
Press Contact:
Jeff Young
VP, Corporate Communications
Progress Software
+1 781-280-4000
pr@progress.com |
Investor Relations:
Mike Micciche
SVP, Investor Relations
Progress Software
+1 781-280-4000
Investor-relations@progress.com |
Exhibit 99.2

July 22, 2026 Progress Software to Acquire Domo’s AI and Data Platform Business Supplemental Information

2 © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Note Regarding Forward - Looking Statements This slide presentation contains statements that are “forward - looking statements” within the meaning of Section 27A of the Secur ities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward - looking statements with wo rds like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other term s o f similar meaning or the use of future dates. Risks, uncertainties and other important factors that could cause actual results to differ from those expressed or implied in the fo rwa rd looking statements include: Progress’ ability to close the proposed transaction, the expected time of closing or the expected benefits therefore; uncertainties as to the effe cts of disruption from the acquisition of Domo making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entitie s; other business effects, including the effects of industry, economic or political conditions outside of Progress’ or Domo’s control; transaction costs; actual or contingent li abi lities; uncertainties as to whether anticipated synergies or tax benefits will be realized; and uncertainties as to whether Domo’s business will be successfully integrated w ith Progress' business. For further information regarding risks and uncertainties associated with Progress' business, please refer to Progress' filings with the Securities a nd Exchange Commission, including its Annual Report on Form 10 - K for the fiscal year ended November 30, 2025. Progress undertakes no obligation to update any forward - looking statements, which speak only as of the date of this presentation. Non - GAAP Metrics This slide presentation contains certain non - GAAP financial measures, including revenue, ARR, and pro forma net leverage. These measures are provided solely as supplemental information and are not intended to be considered in isolation or as a substitute for the comparable GAAP measur es; these measures reflect assumptions and expected synergies from the transaction and are subject to risks and uncertainties. Progress is unable to provide a reconcili ati on of the projected non - GAAP measures provided herein to the relevant projected GAAP measures without unreasonable effort because certain items necessary to calcul ate such GAAP measures are inherently uncertain and dependent on future events. A reconciliation of Progress’ GAAP to non - GAAP historical financial data is available in our public filings. © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved.

3 © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Domo – Overview of Proposed Transaction © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Financing & Leverage • Funding with cash on hand and borrowings under existing $1.5B Revolver • No material impact to pro forma net leverage ratio, expected to remain below 3.0X • Similar to past acquisitions, Progress expects to de - lever aggressively after closing Key Terms • Purchase Price $400M (~$355M after expected tax benefits on NPV basis, net cash at close, and seller transaction expenses) – Asset purchase structure – PRGS is acquiring substantially all of the assets and only certain liabilities of Domo – Domo brand name and marks will transfer to Progress • Domo, Inc. will remain a publicly - listed company, and will operate under new name & ticker post - closing • Irrevocable commitment to approve transaction by Domo’s controlling stockholder Integration & Timeline • Closing expected in Fiscal Q4 2026 • Cost synergies expected to be fully realized by end of FY2027 • Targeting pro forma operating margins similar to past deals Transaction Overview ($ millions) $400 Headline Purchase Price ($25) ( - ) Minimum Closing Cash ($35) ( - ) NPV of Tax Basis Step - Up $15 (+) Transaction Expenses $355 Effective Purchase Price

4 © 2024 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Strategic Rationale 4 1. Domo ARR contribution based upon Progress reporting and definition policies, and excluding seat - based licenses. 6 x Significantly Expands our Progress Data Platform Portfolio x Accelerates foundational capabilities for the “AI - Ready Data Layer” enabling enterprise AI deployment at scale x Adds Scaled Customer Base & Strategic Ecosystem, ~2,400 loyal global customers with 86% (of ARR) on consumption pricing model x Attractive purchase price with advantageous transaction structure

5 © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Who is Domo? 1. Domo ARR contribution based upon Progress reporting and definition policies, and excluding seat - based licenses. © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Cloud - native, data - readiness platform that unifies enterprise data, analytics, automation, and AI - powered applications in real time Cloud Native Agentic Orchestration & Governance AI Data - Readiness Platform 1,000+ API Connectors 100%+ Consumption Native NRR ~2.4K Customers 86% Consumption Contracts

6 © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. AI Agent Domo Platform ÇÇ Integrates With 1,000+ Pre - Built Connectors Connect data from anywhere in minutes © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Powerful Agentic AI At The Center Of Data Workflows For Automation Intelligent business agents that turn insights into action Structured Describe Goals LLM Tools Systems Agents Unstructured Proprietary System Connectors On - Prem Connectors Cloud Connectors File Upload Connectors Federated Connectors Instructions Knowledge 1 AI Agents & Workflow EXTEND Visualizations Dashboards Apps Embedded Analytics Data Science Data Engineering Cloud Sources Native APIs EDW / Data Lake On Premises AUTOMATE INTEGRATE 1 2 2 Domo Everywhere Agent Catalyst Domo Apps Domo BI Magic Transform Domo Integration Key Products

7 © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. . Context + Control: Accelerating the AI - Ready Enterprise Data Direct MarkLogic Semaphore Agentic RAG Domo Integration Magic ETL Agent Catalyst App Catalyst Progress and Domo Are Better Together Governed Data In, Trusted AI Action Out Deeper Insights & Automation Agentic Workflow Enablement

8 © 2026 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Proven M&A Strategy Driving Sustainable Growth TOTAL GROWTH STRATEGY Driving scale & market leadership across the entire portfolio Total Growth Strategy launched Ipswitch Chef Kemp MarkLogic ShareFile Nuclia Domo TTM Rev ~$318M 2,3 ~15% Revenue CAGR FY2018 – FY2025 ~2.6x $379M $432M $456M $557M $611M $698M $753M $978M ~$1B¹ FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026E ¹ Based on current midpoint of Progress Guidance, updated on June 30, 2026 ² Domo TTM revenue, as of April 2026 ² Deal close expected by end of FY2026 All financial results shown are on a non - GAAP basis Revenue growth since FY2018
