Progress (NASDAQ: PRGS) EVP logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Progress Software executive Jarrett Loren reported routine equity compensation activity. On February 1, 2026, 10,154 performance-based restricted stock units vested, converting into an equal number of common shares after the company met total shareholder return and operating income goals over a three-year period.

On the same date, 4,301 common shares were withheld by Progress Software to cover Loren’s tax obligations related to this vesting at a price of $40.57 per share. After these transactions, Loren directly owned 19,686 shares of Progress Software common stock.

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

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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).

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^*

Jarrett Loren

(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)
	EVP/GM Digital Experience

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		M		10,154(1)	A	$0(2)	23,987	D
Common Stock	02/01/2026		F		4,301(3)	D	$40.57	19,686	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	(2)	02/01/2026		M			10,154	(1)	(1)	Common Stock	10,154	$0	0	D

Explanation of Responses:

1. On January 19, 2023, the Reporting Person was granted 11,671 performance-based restricted stock units pursuant to Progress Software Corporation's (the "Company's") 2008 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan. Based on the Company meeting relative total shareholder return and cumulative operating income criteria over the three-year period ending November 30, 2025, the amount shown is the amount of performance-based restricted stock units that vested under the 2022 Long Term Incentive Plan on February 1, 2026.

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

3. Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 19, 2023.

Remarks:

	YuFan Stephanie Wang, Attorney-in-Fact	02/03/2026
	** 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).
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FAQ

What insider transaction did PRGS executive Jarrett Loren report?

Jarrett Loren reported the vesting of 10,154 performance-based restricted stock units on February 1, 2026. These units converted one-for-one into Progress Software common stock as part of previously granted equity compensation tied to multi-year performance goals.

How many Progress Software (PRGS) RSUs vested for Jarrett Loren?

A total of 10,154 performance-based restricted stock units vested for Jarrett Loren on February 1, 2026. The grant was originally made on January 19, 2023 under Progress Software’s 2008 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan.

Why were 4,301 PRGS shares withheld in Jarrett Loren’s Form 4?

4,301 Progress Software common shares were withheld to pay Jarrett Loren’s tax withholding obligations from the RSU vesting. The withholding occurred at a price of $40.57 per share, as part of standard equity award tax settlement procedures.

What is Jarrett Loren’s Progress Software (PRGS) share ownership after the filing?

Following the reported transactions, Jarrett Loren directly owned 19,686 shares of Progress Software common stock. This figure reflects the vested RSU shares and the shares withheld by the company to satisfy related tax obligations on February 1, 2026.

How do Jarrett Loren’s PRGS RSUs convert into common stock?

The restricted stock units convert into Progress Software common stock on a one-for-one basis. For Jarrett Loren, 10,154 performance-based RSUs became 10,154 common shares once the vesting conditions were achieved and the vesting date of February 1, 2026 was reached.

What performance conditions triggered the PRGS RSU vesting for Jarrett Loren?

The RSUs vested based on Progress Software meeting relative total shareholder return and cumulative operating income criteria. These performance measures were evaluated over a three-year period ending November 30, 2025 under the company’s 2022 Long Term Incentive Plan.