Progress Software (PRGS) CFO boosts stake after RSU vesting, tax withholding

Rhea-AI Filing Summary

Progress Software Chief Financial Officer Anthony Folger reported routine equity compensation activity. On April 1, 2026, restricted stock units converted into 8,042 shares of common stock, reflecting scheduled vesting grants from prior years under the company’s stock plan.

To cover related tax obligations, a total of 3,568 common shares were withheld by the company at $24.96 per share instead of being sold in the market. After these vesting and tax-withholding entries, Folger directly holds 53,276 shares of Progress Software common stock.

Insider Trade Summary

8,042 shares exercised/converted

Mixed 9 txns

Insider FOLGER ANTHONY

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,529	$0.00	--
Exercise	Restricted Stock Units	2,464	$0.00	--
Exercise	Restricted Stock Units	3,049	$0.00	--
Exercise	Common Stock	2,529	$0.00	--
Tax Withholding	Common Stock	1,122	$24.96	$28K
Exercise	Common Stock	2,464	$0.00	--
Tax Withholding	Common Stock	1,093	$24.96	$27K
Exercise	Common Stock	3,049	$0.00	--
Tax Withholding	Common Stock	1,353	$24.96	$34K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 51,331 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 15,173 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 14,785 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 18,293 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 to common stock: 8,042 shares Shares withheld for taxes: 3,568 shares Tax withholding price: $24.96 per share +4 more

7 metrics

RSUs converted to common stock 8,042 shares Restricted stock units converting on April 1, 2026

Shares withheld for taxes 3,568 shares Tax withholding on RSU vesting at $24.96 per share

Tax withholding price $24.96 per share Value used for common shares withheld to cover taxes

Post-transaction holdings 53,276 shares Common stock directly held by CFO after transactions

2023 RSU grant size 15,173 units Granted January 19, 2023 under the 2008 Plan

2024 RSU grant size 14,785 units Granted January 18, 2024 under the 2008 Plan

2025 RSU grant size 18,293 units Granted January 23, 2025 under the 2008 Plan

Key Terms

Restricted Stock Units, tax withholding obligations, 2008 Stock Option and Incentive Plan, semiannual installments, +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 Progress Software Corporation to pay the tax withholding obligations"

2008 Stock Option and Incentive Plan financial

"granted 15,173 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan"

semiannual installments financial

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

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^*

FOLGER ANTHONY

(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 Financial 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		2,529	A	$0(1)	51,331	D
Common Stock	04/01/2026		F		1,122(2)	D	$24.96	50,209	D
Common Stock	04/01/2026		M		2,464	A	$0(1)	52,673	D
Common Stock	04/01/2026		F		1,093(3)	D	$24.96	51,580	D
Common Stock	04/01/2026		M		3,049	A	$0(1)	54,629	D
Common Stock	04/01/2026		F		1,353(4)	D	$24.96	53,276	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			2,529	(5)	(5)	Common Stock	2,529	$0	0	D
Restricted Stock Units	(1)	04/01/2026		M			2,464	(6)	(6)	Common Stock	2,464	$0	4,929	D
Restricted Stock Units	(1)	04/01/2026		M			3,049	(7)	(7)	Common Stock	3,049	$0	12,196	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 15,173 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 14,785 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 18,293 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	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 did Progress Software (PRGS) CFO Anthony Folger report in this Form 4?

Anthony Folger reported routine equity compensation activity involving restricted stock units converting into common shares. The filing reflects scheduled vesting and related tax withholding, not open-market purchases or sales, and updates his directly held Progress Software share count following these transactions.

How many Progress Software (PRGS) shares vested for the CFO in this filing?

A total of 8,042 restricted stock units converted into Progress Software common stock. These units stem from prior grants made in 2023, 2024, and 2025 under the company’s 2008 Stock Option and Incentive Plan and vested according to their semiannual schedules.

Were any Progress Software (PRGS) shares sold on the open market in this Form 4?

No open-market sales were reported. Shares labeled with transaction code “F” represent 3,568 common shares withheld by Progress Software at $24.96 per share solely to satisfy tax withholding obligations triggered by the restricted stock unit vesting.

How many Progress Software (PRGS) shares does the CFO now own after these transactions?

Following the reported vesting and tax-withholding entries, Anthony Folger directly holds 53,276 shares of Progress Software common stock. This updated figure reflects the newly delivered shares from restricted stock units minus shares withheld for taxes by the company.

What grants underlie the vested restricted stock units reported by Progress Software (PRGS) CFO?

The vested restricted stock units come from grants made on January 19, 2023, January 18, 2024, and January 23, 2025. Each grant vests in six equal semiannual installments beginning the October following grant, contingent on the CFO’s continued employment.

How do the tax-withheld shares in this Progress Software (PRGS) Form 4 work?

Tax-withheld shares reflect the company retaining 3,568 common shares at $24.96 per share instead of cash to cover income tax due on vesting. This is coded as a tax-withholding disposition and does not represent discretionary selling into the market by the CFO.