Progress Software (PRGS) EVP stock units vest; 4,504 shares withheld for taxes

Rhea-AI Filing Summary

Progress Software executive John Ainsworth reported equity vesting and tax withholding transactions. On February 1, 2026, 10,154 performance-based restricted stock units vested and converted into 10,154 shares of common stock at $0 per share, following three-year performance criteria under the 2022 Long Term Incentive Plan.

The company then withheld 4,504 shares of common stock at $40.57 per share to cover his tax obligations related to this vesting. After these transactions, Ainsworth directly owned 55,875 shares of Progress Software common stock.

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).

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^*

Ainsworth John

(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 App & Data Platform

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/01/2026		M		10,154(1)	A	$0(2)	60,379	D
Common Stock	02/01/2026		F		4,504(3)	D	$40.57	55,875	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	(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.

FAQ

What insider transaction did Progress Software (PRGS) report for John Ainsworth?

Progress Software reported that EVP/GM App & Data Platform John Ainsworth had 10,154 performance-based restricted stock units vest on February 1, 2026. These units converted one-for-one into common shares, reflecting the company’s achievement of specified performance goals over a three-year period ending November 30, 2025.

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

10,154 performance-based restricted stock units vested for John Ainsworth on February 1, 2026. They were originally granted on January 19, 2023 and became earned based on relative total shareholder return and cumulative operating income performance through November 30, 2025.

How did the vested RSUs affect John Ainsworth’s Progress Software (PRGS) share ownership?

The vesting converted 10,154 restricted stock units into 10,154 common shares at no cash exercise price. After the vesting and subsequent tax withholding share reduction, Ainsworth’s direct ownership position in Progress Software common stock totaled 55,875 shares.

Why were 4,504 Progress Software (PRGS) shares withheld from John Ainsworth?

4,504 shares of Progress Software common stock were withheld to satisfy John Ainsworth’s tax withholding obligations. These obligations arose from the vesting of performance-based restricted stock units granted on January 19, 2023, and the shares were valued at $40.57 each for this withholding.

What performance conditions governed John Ainsworth’s Progress Software (PRGS) RSU award?

The RSU award depended on Progress Software’s relative total shareholder return and cumulative operating income over a three-year period ending November 30, 2025. The 10,154 units that vested on February 1, 2026 represent the portion earned under the 2022 Long Term Incentive Plan criteria.

What was the original size of John Ainsworth’s performance-based RSU grant at Progress Software (PRGS)?

John Ainsworth was originally granted 11,671 performance-based restricted stock units on January 19, 2023. From this grant, 10,154 units ultimately vested on February 1, 2026 after Progress Software met specified three-year performance targets under its long-term incentive plans.