Progress Software (PRGS) CEO nets new shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Progress Software Chief Executive Officer Yogesh K. Gupta reported the vesting of restricted stock units and related tax withholding. On April 1, 2026, he exercised restricted stock units that converted into 22,473 shares of common stock, in line with prior equity awards under the company’s stock plan.

To cover tax obligations on these vestings, the company withheld a total of 10,868 shares of common stock at $24.96 per share, recorded as tax-withholding dispositions rather than market sales. After these transactions, Gupta directly held 286,198 shares of Progress Software common stock.

Insider Trade Summary

22,473 shares exercised/converted

Mixed 9 txns

Insider Gupta Yogesh K

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,809	$0.00	--
Exercise	Restricted Stock Units	7,349	$0.00	--
Exercise	Restricted Stock Units	8,315	$0.00	--
Exercise	Common Stock	6,809	$0.00	--
Tax Withholding	Common Stock	3,293	$24.96	$82K
Exercise	Common Stock	7,349	$0.00	--
Tax Withholding	Common Stock	3,554	$24.96	$89K
Exercise	Common Stock	8,315	$0.00	--
Tax Withholding	Common Stock	4,021	$24.96	$100K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 281,402 shares (Direct)

Footnotes (1)

1. Restricted stock units convert into common stock on a one-for-one basis. 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. 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. 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. On January 19, 2023, the Reporting Person was granted 40,849 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. On January 18, 2024, the Reporting Person was granted 44,059 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. On January 23, 2025, the Reporting Person was granted 49,890 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.

Key Figures

RSU shares vested: 22,473 shares Shares withheld for taxes: 10,868 shares Tax withholding price: $24.96 per share +4 more

7 metrics

RSU shares vested 22,473 shares Restricted stock units converting into common stock on April 1, 2026

Shares withheld for taxes 10,868 shares Tax-withholding dispositions at vesting on April 1, 2026

Tax withholding price $24.96 per share Value used for F-code tax-withholding transactions

Shares held after transactions 286,198 shares Direct PRGS common stock holdings following April 1, 2026 activity

2023 RSU grant size 40,849 units Granted January 19, 2023 under the 2008 Stock Option and Incentive Plan

2024 RSU grant size 44,059 units Granted January 18, 2024 under the stock plan

2025 RSU grant size 49,890 units Granted January 23, 2025 under the stock plan

Key Terms

Restricted Stock Units, tax withholding obligations, 2008 Stock Option and Incentive Plan, semiannual installments, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents shares of common stock withheld ... to pay the tax withholding obligations of the Reporting Person"

2008 Stock Option and Incentive Plan financial

"granted 40,849 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan"

semiannual installments financial

"The restricted stock units vest in six equal semiannual installments beginning October 1, 2023"

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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 MASSACHUSETTS 01803

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		M		6,809	A	$0(1)	281,402	D
Common Stock	04/01/2026		F		3,293(2)	D	$24.96	278,109	D
Common Stock	04/01/2026		M		7,349	A	$0(1)	285,458	D
Common Stock	04/01/2026		F		3,554(3)	D	$24.96	281,904	D
Common Stock	04/01/2026		M		8,315	A	$0(1)	290,219	D
Common Stock	04/01/2026		F		4,021(4)	D	$24.96	286,198	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)	04/01/2026		M			6,809	(5)	(5)	Common Stock	6,809	$0	0	D
Restricted Stock Units	(1)	04/01/2026		M			7,349	(6)	(6)	Common Stock	7,349	$0	14,699	D
Restricted Stock Units	(1)	04/01/2026		M			8,315	(7)	(7)	Common Stock	8,315	$0	33,260	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 40,849 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 44,059 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 49,890 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	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did PRGS CEO Yogesh Gupta report on April 1, 2026?

Yogesh Gupta reported vesting of restricted stock units that converted into 22,473 shares of Progress Software common stock. These equity awards stem from prior grants under the company’s stock plan and represent routine compensation-related transactions rather than open-market purchases or sales.

How many PRGS shares were withheld for taxes in Yogesh Gupta’s April 2026 Form 4?

The company withheld 10,868 shares of Progress Software common stock to satisfy tax withholding obligations tied to vested restricted stock units. These dispositions, coded “F,” are not open-market sales but shares delivered back to the issuer at $24.96 per share for tax payments.

How did the April 2026 equity transactions affect Yogesh Gupta’s PRGS share holdings?

Following the April 1, 2026 transactions, Yogesh Gupta directly held 286,198 shares of Progress Software common stock. This figure reflects both the newly issued shares from vested restricted stock units and the shares withheld by the company to cover associated tax obligations.

What restricted stock unit grants underlie the April 2026 PRGS Form 4?

The reported vesting relates to restricted stock units granted on January 19, 2023, January 18, 2024, and January 23, 2025 under Progress Software’s 2008 Stock Option and Incentive Plan. Each grant vests in six equal semiannual installments, conditioned on Gupta’s continued employment.

Are the April 2026 PRGS insider transactions open-market sales or routine tax events?

The April 2026 Form 4 shows routine compensation events, not open-market sales. Shares were acquired through restricted stock unit vesting, while tax-withholding dispositions, coded “F,” represent shares returned to the company at $24.96 per share solely to pay tax liabilities.