Progress Software (PRGS) CEO awarded 69,474 RSUs and 164,180 options

Rhea-AI Filing Summary

Progress Software Corporation reported that Chief Executive Officer and director Yogesh K. Gupta received new equity awards on January 22, 2026. He was granted 69,474 restricted stock units, each representing a right to receive one share of Progress Software common stock if vesting conditions are met. He also received stock options for 164,180 shares of common stock with an exercise price of $42.75 per share.

The restricted stock units vest in six equal semiannual installments beginning on October 1, 2026, while the stock options vest in eight equal semiannual installments beginning on the same date. Both awards are granted under the company’s 2008 Stock Option and Incentive Plan and require Mr. Gupta to remain employed with the company through each vesting date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gupta Yogesh K

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	69,474	$0.00	--
Grant/Award	Employee Stock Options (Right to buy)	164,180	$0.00	--

Holdings After Transaction: Restricted Stock Units — 69,474 shares (Direct); Employee Stock Options (Right to buy) — 164,180 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Progress Software Corporation's (the "Company's") common stock. Represents restricted stock units granted to the Reporting Person 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 on October 1, 2026, subject to the continued employment of the Reporting Person with the Company. Represents stock options granted to the Reporting Person pursuant to the Plan. The stock options vest in eight equal semiannual installments beginning on October 1, 2026, subject to the continued employment of the Reporting Person with the Company.

Form 4 Insider Transactions: What Each Field Means →

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^*

Gupta Yogesh K

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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)
			Code	V	Amount	(A) or (D)	Price

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)	01/22/2026		A		69,474		(2)	(2)	Common Stock	69,474	$0	69,474	D
Employee Stock Options (Right to buy)	$42.75	01/22/2026		A		164,180		(3)	01/21/2033	Common Stock	164,180	$0	164,180	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Progress Software Corporation's (the "Company's") common stock.

2. Represents restricted stock units granted to the Reporting Person 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 on October 1, 2026, subject to the continued employment of the Reporting Person with the Company.

3. Represents stock options granted to the Reporting Person pursuant to the Plan. The stock options vest in eight equal semiannual installments beginning on October 1, 2026, subject to the continued employment of the Reporting Person with the Company.

Remarks:

	YuFan Stephanie Wang, Attorney-in-Fact	01/26/2026
	** 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.

FAQ

What insider transaction did PRGS report for CEO Yogesh Gupta?

The filing shows that Yogesh K. Gupta, Chief Executive Officer and director of Progress Software, received grants of 69,474 restricted stock units and 164,180 employee stock options on January 22, 2026, as part of his equity compensation.

How many restricted stock units were granted to the PRGS CEO?

The CEO was granted 69,474 restricted stock units, each representing a contingent right to receive one share of Progress Software common stock, subject to vesting and continued employment conditions.

What are the vesting terms of the PRGS restricted stock units granted on January 22, 2026?

The 69,474 restricted stock units vest in six equal semiannual installments starting on October 1, 2026, and each installment requires the CEO to remain employed with Progress Software through the relevant vesting date.

What stock options were granted to the PRGS CEO and at what exercise price?

Progress Software granted the CEO 164,180 employee stock options to buy common stock at an exercise price of $42.75 per share, as disclosed in the derivative securities table.

When do the PRGS stock options granted to the CEO begin vesting and how?

The 164,180 stock options vest in eight equal semiannual installments beginning on October 1, 2026, with each installment subject to the CEO’s continued employment with Progress Software.

Under which plan were the PRGS CEO’s RSUs and options granted?

Both the restricted stock units and stock options were granted under Progress Software’s 2008 Stock Option and Incentive Plan, as amended and restated.