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

Rhea-AI Filing Summary

Bank of Montreal (BMO) is offering auto-callable Market Linked Securities tied to the lowest performing share among Advanced Micro Devices (AMD), Amazon.com (AMZN) and Alphabet Class A (GOOGL). Each security has a $1,000 face amount, will be priced on July 18 2025 and issued on July 23 2025.

Early call feature: if on the July 23 2026 call date the lowest-performing Underlier closes at or above 90 % of its starting value, the notes are automatically redeemed for $1,000 plus a call premium of at least 25.35 %. Investors then forgo all further upside.

At maturity (July 21 2028) if not called:

• Upside: 200 % participation in any gain of the worst Underlier.
• Contingent absolute return: if that Underlier ends ≤ its start but ≥ 55 %, holders receive a positive payout equal to the absolute decline (maximum 45 %).
• Downside: if it finishes below 55 %, investors are fully exposed to the loss and can lose up to 100 % of principal.

The estimated initial value is $969.80 (not less than $919.00) versus the $1,000 offering price, reflecting fees and hedging costs. The notes pay no interest, are unsecured obligations of BMO, will not be listed, and are subject to issuer credit risk and liquidity constraints. Wells Fargo Securities acts as agent, earning up to 2.575 % in commissions; selected dealers may receive an additional 0.30 % fee.

Positive

• 200 % upside participation if notes reach maturity without being called
• Minimum 25.35 % call premium potentially realized after only one year
• Contingent absolute return delivers positive payout on declines up to 45 %

Negative

• Principal at risk below 55 % downside threshold; losses can reach 100 %
• Upside is capped if the notes are automatically called after one year
• No periodic interest payments, reducing total return in flat markets
• Estimated initial value ($969.80) below face, reflecting embedded costs
• No exchange listing and limited secondary market liquidity
• Unsecured credit exposure to Bank of Montreal

Insights

Structured-Products Analyst

TL;DR: High upside leverage but deep principal risk; call feature caps gains after year 1.

The 200 % participation rate and 25 %+ one-year call premium provide attractive headline returns, yet investors face multiple layers of risk. The absolute-return buffer only protects down to a 45 % drop; below that, losses are linear. Because payoff depends solely on the worst performer, cross-correlation among AMD, AMZN and GOOGL increases downside probability. Lack of coupon, wide agent spread and an estimated value 3 % below issue price make carry costly. Absence of exchange listing further limits exit options. Overall, risk/reward skews neutral: strong upside if not called, but probability-weighted outcomes hinge on one-year performance of three volatile tech stocks.

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).

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^*

Gawlick Rainer

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		A		4,175(1)	A	$53.9	53,834	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. Represents deferred stock units issued to the Reporting Person by Progress Software Corporation (the "Company") as the fiscal year 2025 equity retainer for the Reporting Person's services as a director of the Company during such period. These deferred stock units were issued in accordance with the Company's Director Compensation Plan pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable on a one-for-one basis exclusively in common stock on the earlier of a change in control of the Company or the date the Reporting Person terminates service on the board of directors of the Company (the "Board of Directors"). The deferred stock units will vest on the date of the Company's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continued service on the Board of Directors until such date.

Remarks:

	YuFan Stephanie Wang, Attorney-in-Fact	07/07/2025
	** 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

When can the Bank of Montreal Market Linked Securities be called early?

On July 23 2026 if the lowest-performing Underlier closes at or above 90 % of its starting value.

What is the minimum call premium investors may receive?

At least 25.35 % of face value, determined on the July 18 2025 pricing date.

How much upside participation do the securities offer at maturity?

Investors receive 200 % of the gain of the worst-performing Underlier, provided the notes are not called early.

What happens if the worst Underlier falls more than 45 % by maturity?

Holders incur losses on a one-for-one basis below the 55 % downside threshold and could lose the entire principal.

Will the securities pay any interest during the term?

No. The notes do not pay periodic interest; returns are delivered only through the call premium or maturity payment.

Is there an active secondary market for these securities?

The notes will not be listed on any exchange, and BMO does not expect an active trading market to develop.