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

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

Insider Transactions Specialist

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.

Corporate Governance Analyst

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.

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).

X

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 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 Legal 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		460	A	$0(1)	460	D
Common Stock	10/01/2025		F		204(2)	D	$44.21	256	D
Common Stock	10/01/2025		M		1,070	A	$0(1)	1,326	D
Common Stock	10/01/2025		F		475(3)	D	$44.21	851	D
Common Stock	10/01/2025		M		1,038	A	$0(1)	1,889	D
Common Stock	10/01/2025		F		461(4)	D	$44.21	1,428	D
Common Stock	10/01/2025		M		1,201	A	$0(1)	2,629	D
Common Stock	10/01/2025		F		533(5)	D	$44.21	2,096	D
Common Stock	10/03/2025		S(6)		1,428	D	$46.26	668	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			460	(7)	(7)	Common Stock	460	$0	0	D
Restricted Stock Units	(1)	10/01/2025		M			1,070	(8)	(8)	Common Stock	1,070	$0	1,070	D
Restricted Stock Units	(1)	10/01/2025		M			1,038	(9)	(9)	Common Stock	1,038	$0	3,114	D
Restricted Stock Units	(1)	10/01/2025		M			1,201	(10)	(10)	Common Stock	1,201	$0	6,006	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 June 30, 2022.

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 19, 2023.

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 18, 2024.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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	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 insider transactions did PRGS Chief Legal Officer report?

The Form 4 reports RSU vestings on 10/01/2025 and a sale of 1,428 shares on 10/03/2025 executed at $46.26 under a Rule 10b5-1 plan.

How many shares does Stephanie YuFan Wang own after the transactions (PRGS)?

The reporting person beneficially owns 6,006 shares of common stock following the reported transactions.

Were any shares withheld for taxes upon RSU vesting?

Yes. The company withheld shares to satisfy tax-withholding obligations at a price of $44.21 per withheld share from multiple RSU grants.

Was the sale of PRGS shares ad-hoc or planned?

The sale of 1,428 shares was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted on 01/23/2025.

Do the transactions include option exercises or new derivative grants?

No. The Form 4 discloses conversion of restricted stock units into common stock and a share sale; it does not report option exercises or new derivative grants.