EVP Sundar of Progress Software (NASDAQ: PRGS) nets vested shares

Q: What performance criteria triggered Sundar’s PRGS RSU vesting?

The vesting was based on relative total shareholder return and cumulative operating income achieved over a three-year period ending November 30, 2025. Meeting these criteria under Progress Software’s 2022 Long Term Incentive Plan caused 10,154 performance-based RSUs to vest into common shares.

Q: How were taxes handled on Sundar’s vested PRGS shares?

Progress Software withheld 4,504 common shares at $40.57 each to cover Sundar’s tax withholding obligations from the RSU vesting. This means part of the vested stock was retained by the company rather than being delivered as freely owned shares.

Q: How many Progress Software (PRGS) shares does Sundar own after this Form 4?

Following the RSU conversion and tax withholding, Sundar directly owned 34,716 Progress Software common shares . This figure reflects the 10,154 vested shares less 4,504 shares withheld for taxes, combined with his existing holdings before the reported transactions.

Q: What was the original PRGS RSU grant that led to this vesting?

On January 19, 2023, Sundar was granted 11,671 performance-based RSUs under Progress Software’s 2008 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan. Based on performance through November 30, 2025, 10,154 of those units ultimately vested on February 1, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Progress Software Corporation executive Subramanian Sundar, EVP/GM Infrastructure Management, reported the vesting of performance-based restricted stock units tied to company results. On February 1, 2026, 10,154 RSUs converted into the same number of Progress common shares, based on performance over a three-year period ending November 30, 2025.

The company withheld 4,504 shares at $40.57 per share to cover tax obligations arising from the vesting. After these transactions, Sundar directly owned 34,716 shares of Progress Software common stock.

Insider Trade Summary

10,154 shares exercised/converted

Mixed 3 txns

Insider Subramanian Sundar

Role EVP/GM Infrastructure Mgmt

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	10,154	$0.00	--
Exercise	Common Stock	10,154	$0.00	--
Tax Withholding	Common Stock	4,504	$40.57	$183K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 39,220 shares (Direct)

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

Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 05:21 PM

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^*

Subramanian Sundar

(Last)

(First)

(Middle)

C/O PROGRESS SOFTWARE CORPORATION

15 WAYSIDE ROAD, SUITE 400

(Street)

BURLINGTON

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 Infrastructure Mgmt

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2026		M		10,154⁽¹⁾	A	$0⁽²⁾	39,220	D
Common Stock	02/01/2026		F		4,504⁽³⁾	D	$40.57	34,716	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Subramanian Sundar report at PRGS?

Subramanian Sundar reported vesting of performance-based RSUs that converted into 10,154 Progress Software common shares on February 1, 2026. The transaction reflects equity compensation tied to company performance over a three-year measurement period ending November 30, 2025.

How many Progress Software (PRGS) RSUs vested for Sundar and when?

10,154 performance-based restricted stock units vested for Sundar on February 1, 2026. These units were originally granted on January 19, 2023 and became shares after Progress met relative total shareholder return and cumulative operating income criteria over a three-year period.

What performance criteria triggered Sundar’s PRGS RSU vesting?

The vesting was based on relative total shareholder return and cumulative operating income achieved over a three-year period ending November 30, 2025. Meeting these criteria under Progress Software’s 2022 Long Term Incentive Plan caused 10,154 performance-based RSUs to vest into common shares.

How were taxes handled on Sundar’s vested PRGS shares?

Progress Software withheld 4,504 common shares at $40.57 each to cover Sundar’s tax withholding obligations from the RSU vesting. This means part of the vested stock was retained by the company rather than being delivered as freely owned shares.

How many Progress Software (PRGS) shares does Sundar own after this Form 4?

Following the RSU conversion and tax withholding, Sundar directly owned 34,716 Progress Software common shares. This figure reflects the 10,154 vested shares less 4,504 shares withheld for taxes, combined with his existing holdings before the reported transactions.

What was the original PRGS RSU grant that led to this vesting?

On January 19, 2023, Sundar was granted 11,671 performance-based RSUs under Progress Software’s 2008 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan. Based on performance through November 30, 2025, 10,154 of those units ultimately vested on February 1, 2026.