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

Corporate Governance Expert

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.

Executive Compensation Analyst

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.

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

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

1. Name and Address of Reporting Person^*

Gupta Yogesh K

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		M		6,808	A	$0(1)	239,204	D
Common Stock	10/01/2025		F		3,292(2)	D	$44.21	235,912	D
Common Stock	10/01/2025		M		7,349	A	$0(1)	243,261	D
Common Stock	10/01/2025		F		3,554(3)	D	$44.21	239,707	D
Common Stock	10/01/2025		M		8,315	A	$0(1)	248,022	D
Common Stock	10/01/2025		F		4,021(4)	D	$44.21	244,001	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
Restricted Stock Units	(1)	10/01/2025		M			6,808	(5)	(5)	Common Stock	6,808	$0	6,809	D
Restricted Stock Units	(1)	10/01/2025		M			7,349	(6)	(6)	Common Stock	7,349	$0	22,048	D
Restricted Stock Units	(1)	10/01/2025		M			8,315	(7)	(7)	Common Stock	8,315	$0	41,575	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

	YuFan Stephanie Wang, Attorney-in-Fact	10/03/2025
	** 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.
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FAQ

What transactions did Progress Software CEO Yogesh Gupta report on Form 4 (PRGS)?

On 10/01/2025 the CEO reported RSU vestings that converted to 22,472 shares and company withholding of 10,867 shares to satisfy taxes, with withholding executed at $44.21 per share.

How many shares does Yogesh Gupta beneficially own after the reported transactions?

The Form 4 reports the reporting person beneficially owned 244,001 shares of common stock following the transactions.

What RSU grants produced the vested shares on 10/01/2025?

The vested shares derive from RSU grants of 40,849 (granted 1/19/2023), 44,095 (1/18/2024), and 49,890 (1/23/2025), each vesting in six equal semiannual installments beginning the October after grant.

Were the withheld shares sold on the open market?

The form lists the transactions as company withholding to satisfy tax obligations (code F), not open-market sales; withholding was recorded at $44.21 per share.

Who signed and filed the Form 4 for Yogesh Gupta?

The filing was executed by YuFan Stephanie Wang, Attorney-in-Fact and dated 10/03/2025 on the form.