Progress Software (PRGS) EVP converts RSUs, withholds 1,795 shares for taxes

Rhea-AI Filing Summary

Progress Software executive John Ainsworth reported routine equity compensation activity involving restricted stock units that convert into common stock on a one-for-one basis. On April 1, 2026, multiple RSU tranches vested and were exercised into common shares.

The filing shows a total of 4,044 restricted stock units exercised into common stock and 1,795 common shares withheld by the company at $24.96 per share to cover tax obligations tied to the RSU vesting. These F-code transactions are tax-withholding dispositions, not open-market sales.

After these transactions, Ainsworth directly holds 58,124 shares of Progress Software common stock. Footnotes explain that prior RSU awards of 7,003, 7,004, and 10,255 units vest in six equal semiannual installments beginning on specific future dates, contingent on continued employment.

Insider Trade Summary

4,044 shares exercised/converted

Mixed 9 txns

Insider Ainsworth John

Role EVP/GM App & Data Platform

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,168	$0.00	--
Exercise	Restricted Stock Units	1,167	$0.00	--
Exercise	Restricted Stock Units	1,709	$0.00	--
Exercise	Common Stock	1,168	$0.00	--
Tax Withholding	Common Stock	519	$24.96	$13K
Exercise	Common Stock	1,167	$0.00	--
Tax Withholding	Common Stock	518	$24.96	$13K
Exercise	Common Stock	1,709	$0.00	--
Tax Withholding	Common Stock	758	$24.96	$19K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 57,043 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 7,003 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 7,004 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 10,255 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

RSUs exercised: 4,044 units Shares withheld for taxes: 1,795 shares Post-transaction holdings: 58,124 shares +4 more

7 metrics

RSUs exercised 4,044 units Restricted stock units converted into common stock on April 1, 2026

Shares withheld for taxes 1,795 shares Common stock withheld at $24.96 per share for tax obligations

Post-transaction holdings 58,124 shares Common stock directly owned by John Ainsworth after transactions

2023 RSU grant size 7,003 units RSUs granted January 19, 2023, vesting in six semiannual installments

2024 RSU grant size 7,004 units RSUs granted January 18, 2024, vesting in six semiannual installments

2025 RSU grant size 10,255 units RSUs granted January 23, 2025, vesting in six semiannual installments

Tax withholding price $24.96 per share Price used for common shares withheld to satisfy tax obligations

Key Terms

Restricted stock units, tax withholding obligations, derivative security, semiannual installments, +2 more

6 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"

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

semiannual installments financial

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

vesting financial

"upon the vesting of restricted stock units granted to the Reporting Person"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

2008 Stock Option and Incentive Plan financial

"granted 7,003 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan"

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^*

Ainsworth John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/GM App & Data Platform

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		1,168	A	$0(1)	57,043	D
Common Stock	04/01/2026		F		519(2)	D	$24.96	56,524	D
Common Stock	04/01/2026		M		1,167	A	$0(1)	57,691	D
Common Stock	04/01/2026		F		518(3)	D	$24.96	57,173	D
Common Stock	04/01/2026		M		1,709	A	$0(1)	58,882	D
Common Stock	04/01/2026		F		758(4)	D	$24.96	58,124	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			1,168	(5)	(5)	Common Stock	1,168	$0	0	D
Restricted Stock Units	(1)	04/01/2026		M			1,167	(6)	(6)	Common Stock	1,167	$0	2,336	D
Restricted Stock Units	(1)	04/01/2026		M			1,709	(7)	(7)	Common Stock	1,709	$0	6,837	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 7,003 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 7,004 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 10,255 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 did Progress Software (PRGS) executive John Ainsworth report in this Form 4?

John Ainsworth reported the vesting and exercise of restricted stock units into common stock, along with share withholding for taxes. These transactions reflect routine equity compensation events rather than open-market stock purchases or sales.

How many restricted stock units did John Ainsworth convert to Progress Software (PRGS) common stock?

Ainsworth exercised restricted stock units covering a total of 4,044 units into Progress Software common stock. Each unit converts on a one-for-one basis, turning RSUs into an equal number of common shares as part of his equity compensation.

How many Progress Software (PRGS) shares were withheld for John Ainsworth’s taxes?

The company withheld 1,795 Progress Software common shares to cover Ainsworth’s tax obligations on the RSU vesting. These F-code transactions occurred at a price of $24.96 per share and are not open-market sales but tax-settlement events.

What is John Ainsworth’s Progress Software (PRGS) share ownership after these transactions?

Following the RSU conversions and tax-withholding dispositions, Ainsworth directly holds 58,124 shares of Progress Software common stock. This figure reflects his post-transaction ownership position reported in the Form 4 filing on April 1, 2026.

How are John Ainsworth’s restricted stock units in Progress Software (PRGS) structured to vest?

Footnotes show RSU grants of 7,003, 7,004, and 10,255 units vest in six equal semiannual installments. Vesting begins on October 1 of 2023, 2024, and 2025 respectively, and each grant requires Ainsworth’s continued employment with Progress Software.

Did John Ainsworth sell Progress Software (PRGS) shares on the open market in this Form 4?

The Form 4 shows no open-market sales. Dispositions are F-code entries representing shares withheld by Progress Software to pay tax liabilities on RSU vesting, rather than discretionary sales of stock into the market.