[Form 4] PROGRESS SOFTWARE CORP /MA Insider Trading Activity

Rhea-AI Filing Summary

Ian Pitt, Chief Information Officer of Progress Software Corporation (PRGS), reported multiple transactions on 10/01/2025 showing vesting and withholding related to restricted stock units. The filing shows three separate grants with vesting installments that produced 681, 666, and 739 restricted stock units (RSUs) that converted into common stock on a one-for-one basis. Some shares were withheld to satisfy tax-withholding obligations at prices shown as $44.21 per share for withheld lots. Following the reported transactions, the schedule lists changing beneficial ownership totals for the reporting person in the range of 6,926 to 8,068 shares depending on each line entry. The grants originate from awards dated January 19, 2023, January 18, 2024, and January 23, 2025, each vesting in six equal semiannual installments beginning on the respective October 1 start date.

Positive

• RSUs vested on 10/01/2025, converting to common stock one-for-one, increasing direct ownership
• Grants span three years (2023, 2024, 2025) with clear six-installment vesting schedules, showing structured compensation

Negative

• Company withheld shares (268, 263, 291) to satisfy tax obligations, reducing net new shares delivered to the officer
• Form 4 reports varying post-transaction ownership (from 6,926 to 8,068), which may complicate immediate ownership transparency

Insights

Corporate Insider Operations Analyst

Routine executive RSU vesting recorded with partial share withholding for taxes.

The Form 4 documents that the CIO, Ian Pitt, had RSUs vest on 10/01/2025 from grants dated 1/19/2023, 1/18/2024, and 1/23/2025. Each grant vests in six equal semiannual installments starting on the listed October 1 dates, and vested RSUs convert 1-for-1 into common shares.

The filing also shows share withholding to cover tax obligations at a disclosed price of $44.21 per withheld share, reducing the net increase in directly held shares. These are internal compensation mechanics rather than open-market purchases or sales.

Equity Compensation Specialist

Vesting schedule and withholding details affect reported direct ownership counts.

The Form 4 lists vested amounts of 681, 666, and 739 RSUs converting to common stock and shows withheld share counts—268, 263, and 291—used to satisfy taxes. The document reports resulting beneficial ownership figures on each reporting line, ranging from 6,926 to 8,068 shares.

These entries reflect compensation settlement mechanics; the filing does not show open-market sales or purchases beyond withholding and conversion.

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).

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)
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		681	A	$0(1)	7,194	D
Common Stock	10/01/2025		F		268(2)	D	$44.21	6,926	D
Common Stock	10/01/2025		M		666	A	$0(1)	7,592	D
Common Stock	10/01/2025		F		263(3)	D	$44.21	7,329	D
Common Stock	10/01/2025		M		739	A	$0(1)	8,068	D
Common Stock	10/01/2025		F		291(4)	D	$44.21	7,777	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			681	(5)	(5)	Common Stock	681	$0	681	D
Restricted Stock Units	(1)	10/01/2025		M			666	(6)	(6)	Common Stock	666	$0	1,998	D
Restricted Stock Units	(1)	10/01/2025		M			739	(7)	(7)	Common Stock	739	$0	3,696	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 4,085 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 3,995 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 4,435 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.
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

What did PRGS insider Ian Pitt report on Form 4?

The Form 4 reports that CIO Ian Pitt had RSUs vest on 10/01/2025, converting to common stock and showing share withholding to cover taxes.

How many RSUs vested for Ian Pitt on 10/01/2025?

The filing shows vesting of 681, 666, and 739 restricted stock units from three separate grants.

Were any shares sold or withheld to cover taxes?

Yes. The company withheld 268, 263, and 291 shares from the respective vesting events to pay tax-withholding obligations at a price shown as $44.21 per share for the withheld lots.

What are the grant dates and vesting schedules referenced?

Grants were dated January 19, 2023, January 18, 2024, and January 23, 2025, each vesting in six equal semiannual installments beginning the following October 1 date shown in the filing.

Does the Form 4 show any open-market purchases or sales by the officer?

No. The reported transactions relate to RSU vesting and withholding; there are no separate open-market purchase or sale transactions disclosed in this filing.