Progress Software (PRGS) Chief Accounting Officer converts RSUs, pays tax withholding

Rhea-AI Filing Summary

Domenic LoCoco, Chief Accounting Officer of Progress Software Corporation (PRGS), reported multiple transactions on 10/01/2025. Several restricted stock units (RSUs) vested and converted into common stock on a one-for-one basis at $0 conversion price, resulting in incremental share acquisitions. The company withheld shares to satisfy tax withholding obligations at an effective price of $44.21 per withheld share. Following the reported transactions, the Reporting Person directly beneficially owned 7,958 shares of common stock. The Form 4 is filed by one reporting person and was signed by an attorney-in-fact on 10/03/2025.

Positive

• RSU vesting increased the Reporting Person's direct ownership through conversion of restricted stock units into common stock
• Beneficial ownership remains disclosed and updated to 7,958 shares, maintaining transparency

Negative

• Shares were withheld to satisfy tax withholding obligations, reducing the net increase in free-floating shares
• Withholding occurred at $44.21, indicating a cash-equivalent tax settlement rather than a market purchase

Insights

Corporate Governance/Insider Trading Analyst

Insider received vested RSUs and paid tax withholdings by surrendering shares.

The filing discloses that on 10/01/2025 the Reporting Person had multiple RSU vesting events that converted to common stock (885, 807, 924 RSUs shown). Conversions are recorded at a $0 price because they are vest-to-stock events, not open-market purchases.

The company withheld shares to cover tax obligations, shown as dispositions executed at $44.21 per share. After these transactions, the Reporting Person directly held 7,958 shares.

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

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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^*

LoCoco Domenic

(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)
	Chief Accounting Officer

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		885	A	$0(1)	6,996(2)	D
Common Stock	10/01/2025		F		260(3)	D	$44.21	6,736	D
Common Stock	10/01/2025		M		807	A	$0(1)	7,543	D
Common Stock	10/01/2025		F		237(4)	D	$44.21	7,306	D
Common Stock	10/01/2025		M		924	A	$0(1)	8,230	D
Common Stock	10/01/2025		F		272(5)	D	$44.21	7,958	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			885	(6)	(6)	Common Stock	885	$0	886	D
Restricted Stock Units	(1)	10/01/2025		M			807	(7)	(7)	Common Stock	807	$0	2,421	D
Restricted Stock Units	(1)	10/01/2025		M			924	(8)	(8)	Common Stock	924	$0	4,620	D

Explanation of Responses:

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

2. Includes 267 shares of common stock acquired by the Reporting Person on March 31, 2025 and 82 shares of common stock acquired by the Reporting Person on June 30, 2025 through Progress Software Corporation's (the "Company's") Employee Stock Purchase Plan.

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 19, 2023.

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 18, 2024.

5. 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.

6. On January 19, 2023, the Reporting Person was granted 5,311 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.

7. On January 18, 2024, the Reporting Person was granted 4,842 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.

8. On January 23, 2025, the Reporting Person was granted 5,544 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.
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FAQ

What did PRGS insider Domenic LoCoco report on Form 4?

The Form 4 reports that on 10/01/2025 multiple restricted stock units vested and converted to common stock and shares were withheld to pay taxes at $44.21 per withheld share.

How many PRGS shares does Domenic LoCoco beneficially own after the transactions?

Following the reported transactions the Reporting Person directly beneficially owned 7,958 shares of PRGS common stock.

Why are some transactions shown with a price of $0 on the Form 4?

Conversions of RSUs to common stock are reported at $0 because they represent vesting events converting units into shares rather than purchases.

What does the $44.21 price represent in this filing?

The $44.21 price is the per-share value used when the company withheld shares to satisfy the Reporting Person's tax withholding obligations upon RSU vesting.

Who signed the Form 4 for Domenic LoCoco?

The Form 4 was signed by an attorney-in-fact, YuFan Stephanie Wang, on 10/03/2025.