Progress Software insider RSU vestings and 10b5-1 sale of 1,428 shares
Rhea-AI Filing Summary
Stephanie YuFan Wang, Chief Legal Officer of Progress Software Corporation (PRGS), reported multiple restricted stock unit vestings and related share withholdings on 10/01/2025 and a sale under a preexisting Rule 10b5-1 plan on 10/03/2025. Several RSU tranches vested, producing net share acquisitions and tax-withheld disposals at a price of $44.21 per withheld share. The Form 4 discloses a sale of 1,428 shares at $46.26 pursuant to the 10b5-1 plan. Following these reported transactions, the reporting person beneficially owns 6,006 shares of common stock (direct ownership).
Positive
- RSU vesting increased the reporting person's direct equity stake via one-for-one conversions
- The sale of 1,428 shares was executed under a preexisting Rule 10b5-1 plan adopted on 01/23/2025, indicating a planned, compliant disposition
- Beneficial ownership following the transactions is documented as 6,006 shares (direct)
Negative
- The reporting person sold 1,428 shares at $46.26, reducing immediate holdings
- Multiple share-withholdings occurred to satisfy tax obligations at $44.21 per share, lowering net received shares upon vesting
Insights
TL;DR: RSU vesting increased holdings while a pre-set plan sale removed 1,428 shares at $46.26.
What it means: The Form 4 shows routine compensation-driven activity: multiple restricted stock unit grants vested on 10/01/2025, converting to common shares one-for-one and triggering tax-withholdings at $44.21 per withheld share.
Why it matters: Vesting increases insider alignment with shareholders by converting compensation into equity, while the separate sale of 1,428 shares on 10/03/2025 was executed under a preexisting Rule 10b5-1 trading plan adopted on 01/23/2025, indicating the sale was preplanned and not an ad-hoc trade.
TL;DR: Activity is procedural compensation vesting plus a compliant 10b5-1 sale; no new derivative grants or exercised options reported.
What it means: The transactions are dominated by RSU vesting from grants dated between 2022 and 2025, vesting in scheduled semiannual installments. No new options or convertible securities were exercised.
Why it matters: Scheduled vesting and tax-withholding are standard compensation mechanics and the 10b5-1 sale demonstrates adherence to an approved trading plan, which supports governance transparency for investors.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,428 | $46.26 | $66K |
| Exercise | Restricted Stock Units | 460 | $0.00 | -- |
| 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 | 460 | $0.00 | -- |
| Tax Withholding | Common Stock | 204 | $44.21 | $9K |
| Exercise | Common Stock | 1,070 | $0.00 | -- |
| Tax Withholding | Common Stock | 475 | $44.21 | $21K |
| Exercise | Common Stock | 1,038 | $0.00 | -- |
| Tax Withholding | Common Stock | 461 | $44.21 | $20K |
| Exercise | Common Stock | 1,201 | $0.00 | -- |
| Tax Withholding | Common Stock | 533 | $44.21 | $24K |
Footnotes (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 June 30, 2022. 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 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. The sale reported in this Form 4 was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the Reporting Person on January 23, 2025, prior to the recent volatility in the Company's stock price and in compliance with all applicable laws and regulations. On June 30, 2022, the Reporting Person was granted 2,760 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 April 1, 2023, subject to the continued employment of the Reporting Person with the Company. On January 19, 2023, the Reporting Person was granted 6,419 restricted stock units pursuant to 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.
FAQ
What insider transactions did PRGS Chief Legal Officer report?
Do the transactions include option exercises or new derivative grants?
