Progress Software (PRGS) CLO nets new shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Progress Software Chief Legal Officer Yufan Stephanie Wang reported routine equity compensation activity. On April 1, 2026, restricted stock units converted into 3,309 shares of common stock in three tranches, reflecting previously granted awards vesting under the company’s stock plan.

To cover related tax obligations at $24.96 per share, the company withheld 1,502 shares, recorded as tax-withholding dispositions rather than market sales. After these transactions, Wang directly owned 7,563 shares of Progress Software common stock.

Insider Trade Summary

3,309 shares exercised/converted

Mixed 9 txns

Insider WANG YUFAN STEPHANIE

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,070	$0.00	--
Exercise	Restricted Stock Units	1,038	$0.00	--
Exercise	Restricted Stock Units	1,201	$0.00	--
Exercise	Common Stock	1,070	$0.00	--
Tax Withholding	Common Stock	486	$24.96	$12K
Exercise	Common Stock	1,038	$0.00	--
Tax Withholding	Common Stock	471	$24.96	$12K
Exercise	Common Stock	1,201	$0.00	--
Tax Withholding	Common Stock	545	$24.96	$14K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 6,826 shares (Direct)

Footnotes (1)

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 6,419 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 6,226 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 7,207 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.

Key Figures

RSUs converted: 3,309 shares Shares withheld for taxes: 1,502 shares Tax withholding price: $24.96 per share +4 more

7 metrics

RSUs converted 3,309 shares Restricted stock units converting into common stock on April 1, 2026

Shares withheld for taxes 1,502 shares Common stock withheld to cover tax obligations at vesting

Tax withholding price $24.96 per share Value used for shares withheld to pay tax obligations

Shares owned after transactions 7,563 shares Direct common stock holdings following April 1, 2026 activity

2023 RSU grant 6,419 units Grant on January 19, 2023 under the 2008 Plan

2024 RSU grant 6,226 units Grant on January 18, 2024 under the 2008 Plan

2025 RSU grant 7,207 units Grant on January 23, 2025 under the 2008 Plan

Key Terms

Restricted Stock Units, tax withholding obligations, semiannual installments, Stock Option and Incentive Plan, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person"

semiannual installments financial

"The restricted stock units vest in six equal semiannual installments beginning October 1, 2023"

Stock Option and Incentive Plan financial

"granted 6,419 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan"

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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^*

WANG YUFAN STEPHANIE

(Last) (First) (Middle)

C/O PROGRESS SOFTWARE CORPORATION

15 WAYSIDE ROAD, SUITE 400

(Street)

BURLINGTON MASSACHUSETTS 01803

(City) (State) (Zip)

UNITED STATES

(Country)

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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		M		1,070	A	$0(1)	6,826	D
Common Stock	04/01/2026		F		486(2)	D	$24.96	6,340	D
Common Stock	04/01/2026		M		1,038	A	$0(1)	7,378	D
Common Stock	04/01/2026		F		471(3)	D	$24.96	6,907	D
Common Stock	04/01/2026		M		1,201	A	$0(1)	8,108	D
Common Stock	04/01/2026		F		545(4)	D	$24.96	7,563	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)	04/01/2026		M			1,070	(5)	(5)	Common Stock	1,070	$0	0	D
Restricted Stock Units	(1)	04/01/2026		M			1,038	(6)	(6)	Common Stock	1,038	$0	2,076	D
Restricted Stock Units	(1)	04/01/2026		M			1,201	(7)	(7)	Common Stock	1,201	$0	4,805	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 6,419 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 6,226 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 7,207 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	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did PRGS Chief Legal Officer report on April 1, 2026?

The Chief Legal Officer reported vesting of restricted stock units that converted into 3,309 shares of common stock, along with 1,502 shares withheld by the company to cover tax obligations tied to these equity awards.

How many Progress Software (PRGS) shares does the CLO hold after these Form 4 transactions?

Following the April 1, 2026 equity compensation activity, the Chief Legal Officer directly holds 7,563 shares of Progress Software common stock, reflecting net shares remaining after restricted stock units vested and a portion was withheld to satisfy tax withholding obligations.

Were any PRGS shares sold on the open market in this Form 4 filing?

No open-market sales were reported. Shares labeled with transaction code F, totaling 1,502 shares at $24.96 per share, were withheld by Progress Software solely to pay tax withholding obligations upon vesting of restricted stock units.

What restricted stock unit grants are disclosed for the PRGS Chief Legal Officer?

The filing notes grants of 6,419 RSUs on January 19, 2023, 6,226 RSUs on January 18, 2024, and 7,207 RSUs on January 23, 2025, each awarded under the company’s 2008 Stock Option and Incentive Plan, as amended and restated.

How do the PRGS restricted stock units for the CLO vest over time?

Each grant vests in six equal semiannual installments, beginning October 1 of 2023, 2024, and 2025 respectively, subject to the Chief Legal Officer’s continued employment with Progress Software. As units vest, they convert one-for-one into common stock shares.

What is the conversion rate of PRGS restricted stock units into common stock?

According to the filing, restricted stock units convert into Progress Software common stock on a one-for-one basis, meaning each vested unit results in the issuance of one share of common stock to the reporting person, subject to tax withholding.