Progress Software CFO Insider Sale: 5.5K Shares Disposed at $52-53

Rhea-AI Filing Summary

Progress Software Corporation (PRGS) – Form 4 filing (09 July 2025): Chief Financial Officer Anthony Folger reported the sale of 5,529 shares of common stock on 08 July 2025 under a pre-existing Rule 10b5-1 trading plan adopted 08 April 2025.

• Tranche 1: 3,718 shares sold at a weighted-average price of $52.78 (actual prices $52.13-$53.11).
• Tranche 2: 1,811 shares sold at a weighted-average price of $53.36 (actual prices $53.22-$53.51).

Following the transactions, Folger’s direct beneficial ownership stands at 43,559 shares, which includes 495 shares acquired through the company’s Employee Stock Purchase Plan on 31 March 2025.

No derivative security activity was reported. The filing does not disclose any material company developments beyond the insider sale.

Insights

Corporate Governance Expert

TL;DR: CFO sells 5,529 PRGS shares via 10b5-1 plan; signal is neutral given pre-planning and sizeable remaining stake.

From a governance standpoint, the sale appears routine. Because the plan was adopted well before recent share-price volatility, it satisfies Rule 10b5-1 safe-harbor requirements, mitigating concerns about opportunistic timing. The CFO retains roughly 43.6k shares, preserving alignment with shareholders. However, any insider disposition by a key executive can still be perceived negatively if investors fear diminished confidence. Overall impact is muted.

Securities Analyst

TL;DR: Insider transaction modest (≈$292k), not likely to shift PRGS valuation.

The 5,529-share sale equates to roughly US$293k, a small fraction of PRGS’s daily trading volume and CFO’s remaining position. There were no accompanying disclosures on performance or guidance. The continued holding suggests the sale is for diversification or liquidity rather than a bearish outlook. I view the filing as informational, with negligible immediate impact on stock fundamentals.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FOLGER ANTHONY

(Last) (First) (Middle)

C/O PROGRESS SOFTWARE CORPORATION

15 WAYSIDE ROAD, SUITE 400

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/08/2025		S(1)		3,718	D	$52.78(2)	45,370(3)	D
Common Stock	07/08/2025		S(1)		1,811	D	$53.36(4)	43,559	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the Reporting Person on April 8, 2025, prior to the recent volatility in the Company's stock price and in compliance with all applicable laws and regulations. The sale is reported on two rows due to being executed in multiple trades across a price range that exceeded $1.

2. This tranche of the sale was executed in multiple trades at prices ranging from $52.13 to $53.11 per share. The price reported represents the weighted average sale price of these trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

3. Includes 495 shares of common stock, par value $0.01 per share, of Progress Software Corporation (the "Company"), acquired by the Reporting Person on March 31, 2025 through the Company's Employee Stock Purchase Plan.

4. This tranche of the sale was executed in multiple trades at prices ranging from $53.22 to $53.51 per share. The price reported represents the weighted average sale price of these trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

Remarks:

	YuFan Stephanie Wang, Attorney-in-Fact	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many PRGS shares did CFO Anthony Folger sell?

He sold 5,529 shares of Progress Software common stock.

At what prices were the PRGS shares sold?

Weighted-average prices were $52.78 for 3,718 shares and $53.36 for 1,811 shares.

When was the insider trade executed?

The transactions occurred on 08 July 2025.

Does the CFO still hold PRGS shares after the sale?

Yes. He now directly owns 43,559 shares of Progress Software.

Was the sale part of a Rule 10b5-1 trading plan?

Yes. The plan was adopted on 08 April 2025, prior to recent stock volatility.

Were any derivative securities involved in the filing?

No derivative security acquisitions or dispositions were reported in Table II.