PRGS Insider Filing — CEO RSU Vesting Adds Shares; 10,867 Withheld
Rhea-AI Filing Summary
Yogesh K. Gupta, who serves as Chief Executive Officer and a Director of Progress Software Corporation (PRGS), reported multiple restricted stock unit vestings and related share withholdings on 10/01/2025. Portions of three vesting installments converted to common stock (codes M) totaling 22,472 shares acquired for $0 as restricted stock unit settlements, and the company withheld 10,867 shares (codes F) to satisfy tax withholding at an effective price of $44.21 per share. After these transactions the reporting person beneficially owned 244,001 shares of common stock.
The filings show grants from prior years that vest semiannually: 40,849 RSUs granted on 1/19/2023, 44,095 RSUs on 1/18/2024, and 49,890 RSUs on 1/23/2025, each vesting in six equal semiannual installments beginning the October after grant. The transactions were filed by an attorney-in-fact on 10/03/2025.
Positive
- RSU vesting demonstrates alignment of CEO compensation with shareholder value through equity grants
- Beneficial ownership remains substantial at 244,001 shares, indicating continued CEO stake in the company
Negative
- 10,867 shares withheld for taxes were disposed of at $44.21, reducing immediate share count
- Concentration of multi-year RSU grants means future vesting schedules could produce additional dilution when settled
Insights
CEO reported routine RSU vesting with tax-withholding sales on 10/01/2025.
These filings document standard equity compensation mechanics: restricted stock units vested and converted into common stock, and the company withheld 10,867 shares to cover tax obligations, executed at $44.21 per share.
This is a governance disclosure showing management receiving long-term compensation rather than an open-market sale for cash; it aligns with consistent, pre-established vesting schedules disclosed in the form.
Multiple RSU grants from 2023–2025 continued to vest under six‑installment schedules.
The report cites grants of 40,849, 44,095, and 49,890 RSUs that vest semiannually beginning each October after grant, producing the reported vested amounts on 10/01/2025. The vesting increases the CEO's directly held shares to 244,001.
The withheld 10,867 shares reflect tax settlement rather than discretionary cash sale, an important distinction for interpreting insider intent.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 6,808 | $0.00 | -- |
| Exercise | Restricted Stock Units | 7,349 | $0.00 | -- |
| Exercise | Restricted Stock Units | 8,315 | $0.00 | -- |
| Exercise | Common Stock | 6,808 | $0.00 | -- |
| Tax Withholding | Common Stock | 3,292 | $44.21 | $146K |
| Exercise | Common Stock | 7,349 | $0.00 | -- |
| Tax Withholding | Common Stock | 3,554 | $44.21 | $157K |
| Exercise | Common Stock | 8,315 | $0.00 | -- |
| Tax Withholding | Common Stock | 4,021 | $44.21 | $178K |
Footnotes (1)
- Restricted stock units convert into common stock on a one-for-one basis. Represents shares of common stock withheld by Progress Software Corporation (the "Company") to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 19, 2023. Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 18, 2024. Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of restricted stock units granted to the Reporting Person on January 23, 2025. On January 19, 2023, the Reporting Person was granted 40,849 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan (as amended and restated, the "Plan"). The restricted stock units vest in six equal semiannual installments beginning October 1, 2023, subject to the continued employment of the Reporting Person with the Company. On January 18, 2024, the Reporting Person was granted 44,095 restricted stock units pursuant to the Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2024, subject to the continued employment of the Reporting Person with the Company. On January 23, 2025, the Reporting Person was granted 49,890 restricted stock units pursuant to the Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2025, subject to the continued employment of the Reporting Person with the Company.
