Progress Software (PRGS) director awarded 5,857 deferred stock units as 2026 equity retainer

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gawlick Rainer reported acquisition or exercise transactions in this Form 4 filing.

Progress Software director Rainer Gawlick received a stock-based compensation grant. On July 2, 2026, he was awarded 5,857 deferred stock units of Progress Software common stock at a reference price of $38.42 per share, bringing his direct holdings to 61,401 shares.

The award represents his fiscal 2026 equity retainer for board service, issued under the company’s Director Compensation Plan and 2008 Stock Option and Incentive Plan. These deferred stock units vest at the company’s 2027 Annual Meeting of Stockholders and are settled one-for-one in common stock upon a change in control or when he leaves the board.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gawlick Rainer

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,857	$38.42	$225K

Holdings After Transaction: Common Stock — 61,401 shares (Direct, null)

Footnotes (1)

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Key Figures

Deferred stock units granted: 5,857 units Reference price per share: $38.42 per share Shares held after transaction: 61,401 shares +2 more

5 metrics

Deferred stock units granted 5,857 units Fiscal 2026 equity retainer grant on July 2, 2026

Reference price per share $38.42 per share Price associated with the July 2, 2026 grant

Shares held after transaction 61,401 shares Total direct holdings following the award

Vesting date 2027 Annual Meeting Deferred stock units vest at 2027 Annual Meeting of Stockholders

Settlement condition 1-for-1 in common stock Payable upon change in control or end of board service

Key Terms

deferred stock units, equity retainer, Director Compensation Plan, 2008 Stock Option and Incentive Plan, +2 more

6 terms

deferred stock units financial

"Represents deferred stock units issued to the Reporting Person by Progress Software Corporation"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

equity retainer financial

"as the fiscal year 2026 equity retainer for the Reporting Person's services as a director"

Director Compensation Plan financial

"issued in accordance with the Company's Director Compensation Plan pursuant to the Company's 2008 Stock Option and Incentive Plan"

2008 Stock Option and Incentive Plan financial

"pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable on a one-for-one basis"

change in control regulatory

"payable ... on the earlier of a change in control of the Company or the date the Reporting Person terminates service"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Annual Meeting of Stockholders financial

"The deferred stock units will vest on the date of the Company's 2027 Annual Meeting of Stockholders"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:14 PM Accepted by SEC EDGAR 07/06/2026 - 04:13 PM

FAQ

What insider transaction did Progress Software (PRGS) report for Rainer Gawlick?

Progress Software reported that director Rainer Gawlick received 5,857 deferred stock units as an equity retainer for fiscal 2026 board service. These units represent stock-based compensation, not an open-market share purchase or sale by the director.

How many Progress Software (PRGS) shares does Rainer Gawlick hold after this Form 4?

After this grant, Rainer Gawlick holds 61,401 shares of Progress Software common stock directly. This total includes the newly awarded 5,857 deferred stock units that are payable in stock once vesting and settlement conditions are met.

What are the key terms of Rainer Gawlick’s deferred stock units from Progress Software (PRGS)?

The deferred stock units vest on the date of Progress Software’s 2027 Annual Meeting of Stockholders, subject to continued board service. They are payable one-for-one in common stock upon a change in control of the company or when Gawlick’s board service ends.

Under which plans were the Progress Software (PRGS) deferred stock units granted to Rainer Gawlick?

The deferred stock units were issued under Progress Software’s Director Compensation Plan pursuant to its 2008 Stock Option and Incentive Plan. These plans govern how directors receive equity retainers and define vesting, settlement, and other key award conditions.

Is Rainer Gawlick’s Progress Software (PRGS) Form 4 transaction a market purchase or sale?

The Form 4 reflects a grant of 5,857 deferred stock units as compensation, not a market purchase or sale. It is categorized as a grant, award, or other acquisition, meaning the shares were awarded by the company rather than bought or sold in the market.

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^*

Gawlick Rainer

(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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2026		A		5,857⁽¹⁾	A	$38.42	61,401	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents deferred stock units issued to the Reporting Person by Progress Software Corporation (the "Company") as the fiscal year 2026 equity retainer for the Reporting Person's services as a director of the Company during such period. These deferred stock units were issued in accordance with the Company's Director Compensation Plan pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable on a one-for-one basis exclusively in common stock on the earlier of a change in control of the Company or the date the Reporting Person terminates service on the board of directors of the Company (the "Board of Directors"). The deferred stock units will vest on the date of the Company's 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continued service on the Board of Directors until such date.

Remarks:

	Anthony Folger, Attorney-in-Fact	07/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR