Progress Software (PRGS) director receives 5,857 RSUs as 2026 retainer

Rhea-AI Filing Summary

Kane Charles Francis reported acquisition or exercise transactions in this Form 4 filing.

Progress Software director Charles Francis Kane received an equity award rather than buying shares on the market. On the reported date, he was granted 5,857 restricted stock units as his fiscal 2026 equity retainer for serving on the board.

The units are payable in an equal number of common shares on the earlier of a change in control or the company’s 2027 annual stockholders’ meeting, if he continues as a director through that time. Following this grant, he directly holds 76,291 shares of Progress Software common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kane Charles Francis

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,857	$38.42	$225K

Holdings After Transaction: Common Stock — 76,291 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 5,857 units Grant reference price: $38.42 per share Shares owned after grant: 76,291 shares +1 more

4 metrics

RSUs granted 5,857 units Fiscal year 2026 equity retainer for director service

Grant reference price $38.42 per share Price per share associated with RSU grant

Shares owned after grant 76,291 shares Direct common stock holdings following the RSU award

Vesting/payment trigger Change in control or 2027 meeting RSUs payable on earlier of change in control or 2027 annual meeting

Key Terms

restricted stock units, equity retainer, Director Compensation Plan, 2008 Stock Option and Incentive Plan, +1 more

5 terms

restricted stock units financial

"Represents restricted stock units issued to the Reporting Person by Progress Software Corporation"

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.

equity retainer financial

"as the fiscal year 2026 equity retainer for the Reporting Person's services as a director"

Director Compensation Plan financial

"issued in accordance with the Company's Director Compensation Plan pursuant to the Company's 2008 Stock Option and Incentive Plan"

2008 Stock Option and Incentive Plan financial

"pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable upon vest"

change in control financial

"payable upon vest on a one-for-one basis exclusively in common stock on the earlier of a change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:16 PM Accepted by SEC EDGAR 07/06/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What insider transaction did Progress Software (PRGS) report for director Charles Francis Kane?

Progress Software reported that director Charles Francis Kane received 5,857 restricted stock units as his fiscal 2026 equity retainer. The award is part of standard director compensation and is payable in common stock upon vesting, rather than an open-market share purchase.

How many restricted stock units did PRGS director Charles Francis Kane receive?

Charles Francis Kane received 5,857 restricted stock units from Progress Software as a fiscal 2026 equity retainer. Each unit represents a right to receive one share of common stock upon vesting, aligning his compensation with long-term shareholder interests through equity-based awards.

What are the vesting and payment terms of Charles Kane’s 5,857 PRGS restricted stock units?

The 5,857 restricted stock units are payable in common stock on a one-for-one basis at vesting. They become payable on the earlier of a change in control of Progress Software or the company’s 2027 annual stockholders’ meeting, contingent on his continued board service.

How many Progress Software (PRGS) shares does Charles Francis Kane hold after this grant?

Following the equity grant, Charles Francis Kane directly holds 76,291 shares of Progress Software common stock. This total reflects his updated direct ownership position after receiving 5,857 restricted stock units as part of his fiscal 2026 director compensation package.

Was Charles Kane’s PRGS Form 4 transaction an open-market purchase or a compensation grant?

The Form 4 transaction reflects a compensation grant, not an open-market purchase. Kane received 5,857 restricted stock units as his fiscal 2026 equity retainer under the company’s director compensation and stock incentive plans, to be settled in shares upon vesting conditions.

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^*

Kane Charles Francis

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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	07/02/2026		A		5,857(1)	A	$38.42	76,291	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

Explanation of Responses:

1. Represents restricted stock units issued to the Reporting Person by Progress Software Corporation (the "Company") as the fiscal year 2026 equity retainer for the Reporting Person's services as a director of the Company during such period. These restricted stock units were issued in accordance with the Company's Director Compensation Plan pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable upon vest on a one-for-one basis exclusively in common stock on the earlier of a change in control of the Company or the date of the Company's 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continued service on the board of directors of the Company until such date.

Remarks:

	Anthony Folger, Attorney-in-Fact	07/06/2026
	** 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)