PRGS Form 4: Officer RSU Vesting; 1,794 Shares Withheld at $44.21

Rhea-AI Filing Summary

John Ainsworth, EVP/GM, Application & Data Platform at Progress Software Corporation (PRGS), reported Section 16 transactions dated 10/01/2025. Several restricted stock unit installments vested and were converted into common stock on a one‑for‑one basis, resulting in multiple zero‑price stock issuances (codes M) of 1,167, 1,167 and 1,709 shares. To satisfy tax withholding on those vesting events, the company withheld and disposed of 518, 518 and 758 shares, each at a reported price of $44.21 (codes F). The reported total common stock beneficially owned following the reported transactions is shown as 50,983 shares. The filing explains the RSUs were granted in January 2023, January 2024 and January 2025 and vest in six equal semiannual installments beginning on specified October 1 start dates.

Positive

• Scheduled RSU vesting$0 issuance price, increasing direct insider ownership
• Grants are structured as multi‑year RSU awards with six equal semiannual installments, indicating continued alignment with shareholder interests

Negative

• Company withheld shares to cover tax obligations, disposing of 518, 518 and 758 shares at $44.21, which reduces net new shares delivered to the insider

Insights

Corporate Compensation Analyst

Officer RSUs vested; shares withheld to cover taxes at $44.21.

The report shows scheduled vesting of long‑term incentive restricted stock units granted in Jan 2023, Jan 2024 and Jan 2025, converting into common stock on a one‑for‑one basis on 10/01/2025. That increased the reporting person's direct share holdings while the company withheld specific shares to satisfy tax obligations.

This is a routine compensation settlement rather than an active open‑market sale: the withheld shares were surrendered to the company at the disclosed withholding price of $44.21, and the filings list the resulting beneficial ownership as 50,983 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

OMB Number:			3235-0287
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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).

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)
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		1,167	A	$0(1)	49,143	D
Common Stock	10/01/2025		F		518(2)	D	$44.21	48,625	D
Common Stock	10/01/2025		M		1,167	A	$0(1)	49,792	D
Common Stock	10/01/2025		F		518(3)	D	$44.21	49,274	D
Common Stock	10/01/2025		M		1,709	A	$0(1)	50,983	D
Common Stock	10/01/2025		F		758(4)	D	$44.21	50,225	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			1,167	(5)	(5)	Common Stock	1,167	$0	1,168	D
Restricted Stock Units	(1)	10/01/2025		M			1,167	(6)	(6)	Common Stock	1,167	$0	3,503	D
Restricted Stock Units	(1)	10/01/2025		M			1,709	(7)	(7)	Common Stock	1,709	$0	8,546	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	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 John Ainsworth (PRGS) report on Form 4 dated 10/01/2025?

The Form 4 reports that restricted stock units vested and converted into common stock on 10/01/2025, and the company withheld shares to satisfy tax withholding obligations.

How many shares were issued from RSU vesting on 10/01/2025?

The filing shows RSU issuances of 1,167, 1,167 and 1,709 shares (zero issuance price), per the reported transactions.

How many shares were withheld to pay taxes and at what price?

The company withheld 518, 518 and 758 shares to pay taxes, each withheld share reported at a price of $44.21.

What is the reporting person’s role and total beneficial ownership after the transactions?

The reporting person is John Ainsworth, EVP/GM App & Data Platform, and the Form 4 shows total common shares beneficially owned following the transactions as 50,983 shares.

When were the RSU grants originally made?

The RSU grants were made on January 19, 2023, January 18, 2024, and January 23, 2025, each vesting in six equal semiannual installments beginning on specified October 1 dates.