[Form 4] Progress Software Corp (DE) Insider Trading Activity

Rhea-AI Filing Summary

Progress Software Corp. (PRGS) – Form 4 insider transaction

Chief Information Officer Ian Pitt reported the sale of 2,186 common shares of Progress Software on 30 June 2025 at an average price of $65.21, generating proceeds of roughly $142.6 thousand. The transaction was made under a Rule 10b5-1 trading plan adopted 24 July 2024, indicating it was pre-scheduled rather than opportunistic. Following the sale, Pitt directly owns 6,513 shares of PRGS, which include 382 shares previously acquired through the company’s Employee Stock Purchase Plan on 31 March 2025.

No derivative securities were reported in this filing, and there were no additional acquisitions or dispositions disclosed. The filing was signed by attorney-in-fact YuFan Stephanie Wang on 2 July 2025.

• Form type: Form 4 (Statement of Changes in Beneficial Ownership)
• Reporting person: Ian Pitt, Chief Information Officer
• Transaction code: S (open-market sale)
• Ownership status after sale: Direct (D)

The sale size is modest relative to typical executive transactions and represents a routine liquidity event rather than a material change in ownership.

Positive

• None.

Negative

• CIO sold 2,186 shares, which can be interpreted as a mild negative insider sentiment signal, although mitigated by the pre-planned 10b5-1 arrangement.

Insights

Securities Analyst

TL;DR: Modest CIO share sale under 10b5-1 plan; neutral signal, limited market impact.

The 2,186-share disposition (~$143k) is small versus Progress Software’s >$2 billion market capitalization and does not materially alter insider ownership levels. Because the trade was executed pursuant to a pre-arranged Rule 10b5-1 plan, the informational value of the sale is diminished; it likely reflects personal portfolio management rather than a view on company fundamentals. Post-transaction holdings of 6,513 shares show continued alignment with shareholders. Given the limited scale and procedural safeguards, I view the filing as neutral for the stock.

Corporate Governance Expert

TL;DR: Proper 10b5-1 compliance; routine insider activity, no governance concerns.

The disclosure demonstrates adherence to SEC Rule 10b5-1 best practices, reducing litigation and perception risks. The attorney-in-fact signature and timely filing meet Section 16 requirements. No red flags, such as clustered insider selling or derivative use, are present. Therefore, from a governance standpoint, the event is non-impactful.

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^*

Pitt Ian

(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 Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		S(1)		2,186	D	$65.21	6,513(2)	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 trading activity reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 24, 2024.

2. Includes 382 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.

Remarks:

	YuFan Stephanie Wang, Attorney-in-Fact	07/02/2025
	** 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 Progress Software (PRGS) shares did the CIO sell?

Ian Pitt sold 2,186 common shares on 30 June 2025.

At what price were the PRGS shares sold?

The shares were sold at an average price of $65.21 per share.

Was the transaction made under a 10b5-1 trading plan?

Yes. The filing states the sale was executed under a Rule 10b5-1 plan adopted 24 July 2024.

How many PRGS shares does the CIO own after the sale?

After the transaction, Ian Pitt directly owns 6,513 shares.

Does the filing report any derivative securities?

No derivative securities were reported in this Form 4.