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

Rhea-AI Filing Summary

Jarrett Loren, Executive Vice President and General Manager, Digital Experience at Progress Software Corporation (PRGS), reported multiple restricted stock unit vesting and related share-withholding transactions on 10/01/2025. Several tranches of RSUs vested and converted one-for-one into common stock, resulting in reported acquisitions of 1,167, 1,167 and 1,709 shares and contemporaneous share withholdings to satisfy tax obligations of 565, 565 and 827 shares at a price of $44.21.

The filing shows remaining unvested RSU award schedules: 7,003 units (granted 1/19/2023), 7,004 units (granted 1/18/2024) and 10,255 units (granted 1/23/2025), each vesting in six equal semiannual installments beginning on the indicated October 1 start dates. Post-transaction beneficial ownership counts are reported on the form per line items.

Positive

• Scheduled RSU vesting completed on 10/01/2025, converting restricted stock units into common stock
• Large remaining RSU awards (totaling 24,262 units granted across 2023–2025) maintain executive alignment with shareholders

Negative

• None.

Insights

Compensation Analyst

Insider received scheduled RSU vesting and settled tax withholdings on 10/01/2025.

The report documents routine vesting: RSUs converted one-for-one into 1,167 and 1,709 shares across three grants. These are part of multi-year awards of 7,003, 7,004, and 10,255 units that vest in six semiannual installments beginning on listed October 1 dates.

Tax withholding used share-for-share withholding: 565, 565, and 827 shares withheld at an indicated price of $44.21, reducing net new shares issued to the reporting person.

Corporate Governance Expert

Transactions are routine, indicating executive compensation delivery rather than material corporate events.

The Form 4 shows no sales to third parties beyond tax-withholding dispositions and no exercise of option-driven cash proceeds; beneficial ownership adjustments reflect vesting schedules rather than changes in control or unusual trading.

If investors monitor insider alignment, the continuing unvested RSU schedules (7,003, 7,004, 10,255) show ongoing deferred compensation tied to future service.

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

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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^*

Jarrett Loren

(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 Digital Experience

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)	12,914	D
Common Stock	10/01/2025		F		565(2)	D	$44.21	12,349	D
Common Stock	10/01/2025		M		1,167	A	$0(1)	13,516	D
Common Stock	10/01/2025		F		565(3)	D	$44.21	12,951	D
Common Stock	10/01/2025		M		1,709	A	$0(1)	14,660	D
Common Stock	10/01/2025		F		827(4)	D	$44.21	13,833	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).
** 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 did PRGS insider Jarrett Loren report on 10/01/2025?

The Form 4 reports RSU vesting and related share-withholding: acquisitions of 1,167, 1,167, and 1,709 shares and withholding of 565, 565, and 827 shares to cover taxes.

How many RSUs were granted to Jarrett Loren in prior years?

Grants include 7,003 RSUs on 1/19/2023, 7,004 RSUs on 1/18/2024, and 10,255 RSUs on 1/23/2025, each vesting in six equal semiannual installments starting the respective October 1 date.

At what price were withheld shares recorded for tax withholding?

Withheld shares to satisfy tax obligations are reported at a price of $44.21 per share.

Do the transactions indicate insider sales beyond tax withholding?

No. The disposals reported are share-withholdings to cover tax obligations; no separate open-market sales to third parties are disclosed in the Form 4.

Who signed the Form 4 and when?

The filing shows authorization by YuFan Stephanie Wang, Attorney-in-Fact on 10/03/2025.