PRGS: RSU conversions raise Subramanian Sundar holdings to 31,176 shares

Rhea-AI Filing Summary

Progress Software executive Subramanian Sundar reported multiple transactions tied to the vesting of restricted stock units (RSUs) on 10/01/2025. Several RSU installments converted into common stock at no cash price, increasing his direct holdings through three vesting events to a total of 31,176 shares following the reported transactions. The filing also shows the Company withheld shares to satisfy tax-withholding obligations: 518 shares (from the 2023 grant), 518 shares (from the 2024 grant), and 758 shares (from the 2025 grant). Post-transaction derivative disclosures reflect vested RSUs underlying 1,167, 1,167, and 1,709 shares converted to common stock. The report identifies Mr. Sundar as EVP/GM, Infrastructure Mgmt, and indicates these are non-cash, routine compensation-related transactions under the Company’s equity plan.

Insights

Corporate Governance Analyst

Insider increased direct ownership via scheduled RSU vesting; withholdings covered tax obligations.

The filing shows routine, scheduled equity vesting rather than open-market purchases or sales, with RSUs converting one-for-one into common stock (1,167, 1,167, 1,709 shares). That raised direct beneficial ownership to 31,176 shares after the transactions.

The Company withheld 518, 518, and 758 shares to satisfy tax-withholding on the respective grants, a common administrative action that reduces net share issuance to the executive but does not represent a disposition on the open market.

Executive Compensation Specialist

Transactions reflect scheduled vesting from three RSU grants under the Company’s plan.

The disclosures cite RSU grants from January 19, 2023 (7,003 RSUs), January 18, 2024 (7,004 RSUs), and January 23, 2025 (10,255 RSUs) that vest in six equal semiannual installments beginning each respective October 1. The October 1, 2025 installment produced the reported conversions and withholdings.

This pattern is consistent with time-based retention awards; the filing contains no exercise prices or cash purchases, only conversion of RSUs to common stock at $0 price per RSU as disclosed.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Subramanian Sundar

(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)
	EVP/GM Infrastructure Mgmt

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		1,167	A	$0(1)	29,336	D
Common Stock	10/01/2025		F		518(2)	D	$44.21	28,818	D
Common Stock	10/01/2025		M		1,167	A	$0(1)	29,985	D
Common Stock	10/01/2025		F		518(3)	D	$44.21	29,467	D
Common Stock	10/01/2025		M		1,709	A	$0(1)	31,176	D
Common Stock	10/01/2025		F		758(4)	D	$44.21	30,418	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			1,167	(5)	(5)	Common Stock	1,167	$0	1,168	D
Restricted Stock Units	(1)	10/01/2025		M			1,167	(6)	(6)	Common Stock	1,167	$0	3,503	D
Restricted Stock Units	(1)	10/01/2025		M			1,709	(7)	(7)	Common Stock	1,709	$0	8,546	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 7,003 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 7,004 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 10,255 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	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).
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FAQ

What transactions did Progress Software insider Subramanian Sundar report (PRGS)?

The Form 4 reports the vesting and conversion of restricted stock units into common stock on 10/01/2025, resulting in 31,176 shares beneficially owned after the transactions.

How many shares were withheld for taxes on the RSU vesting reported by PRGS insider?

The Company withheld 518 shares for the 2023 grant, 518 shares for the 2024 grant, and 758 shares for the 2025 grant to satisfy tax-withholding obligations.

Which RSU grants triggered the reported vesting for Subramanian Sundar?

The filing references RSU grants dated January 19, 2023 (7,003 RSUs), January 18, 2024 (7,004 RSUs), and January 23, 2025 (10,255 RSUs) that vest in six equal semiannual installments beginning each January’s specified October 1.

Did the Form 4 show any open-market purchases or sales by the reporting person?

No. All reported activity is conversion of RSUs to common stock or share withholding for taxes; there are no open-market purchases or dispositions reported.

What is the reporting person’s role at Progress Software?

The Form 4 lists the reporting person, Subramanian Sundar, as EVP/GM, Infrastructure Mgmt.