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Progress Software CEO converts awards into 27,243 shares

Each of the three awards vests in six equal semiannual installments, subject to continued employment, with its schedule beginning October 1, 2024, 2025 or 2026.

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Form Type
4

Rhea-AI Filing Summary

Progress Software (PRGS) CEO and director Yogesh K. Gupta converted 27,243 restricted stock units into common shares on October 1, 2026, on a one-for-one basis. The company withheld 13,174 shares at $38.99 per share to pay his tax withholding obligations upon vesting. The conversions related to restricted stock unit awards granted in 2024, 2025 and 2026.

Insider Gupta Yogesh K
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F6 7,349 $0.00 $0.00
Exercise Restricted Stock Units F1, F7 8,315 $0.00 $0.00
Exercise Restricted Stock Units F1, F8 11,579 $0.00 $0.00
Exercise Common Stock F1, F2 7,349 $0.00 $0.00
Tax Withholding Common Stock F3 3,554 $38.99 $139K
Exercise Common Stock F1 8,315 $0.00 $0.00
Tax Withholding Common Stock F4 4,021 $38.99 $157K
Exercise Common Stock F1 11,579 $0.00 $0.00
Tax Withholding Common Stock F5 5,599 $38.99 $218K
Holdings After Transaction: Restricted Stock Units — 90,190 contracts (Direct); Common Stock — 300,846 shares (Direct)
Footnotes (8)
  1. F1. Restricted stock units convert into common stock on a one-for-one basis.
  2. F2. Includes 579 shares of common stock acquired by the Reporting Person on March 31, 2026, through Progress Software Corporation's (the "Company") Employee Stock Purchase Plan.
  3. F3. 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. F4. 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. F5. 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 22, 2026.
  6. F6. On January 18, 2024, the Reporting Person was granted 44,095 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, 2024, subject to the continued employment of the Reporting Person with the Company.
  7. F7. 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.
  8. F8. On January 22, 2026, the Reporting Person was granted 69,474 restricted stock units pursuant to the Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2026, subject to the continued employment of the Reporting Person with the Company.
Common shares acquired 27,243 shares Restricted stock unit conversions on October 1, 2026
Shares withheld for tax obligations 13,174 shares Upon vesting on October 1, 2026
Price per share $38.99 per share Shares withheld for tax obligations
Restricted stock units granted 44,095 restricted stock units Grant on January 18, 2024
Restricted stock units granted 49,890 restricted stock units Grant on January 23, 2025
Restricted stock units granted 69,474 restricted stock units Grant on January 22, 2026
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.
Employee Stock Purchase Plan financial
"through Progress Software Corporation's (the "Company") Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
2008 Stock Option and Incentive Plan financial
"pursuant to the Company's 2008 Stock Option and Incentive Plan"
semiannual installments financial
"vest in six equal semiannual installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PRGS shares did CEO Yogesh K. Gupta acquire and have withheld?

On October 1, 2026, CEO and director Yogesh K. Gupta converted 27,243 restricted stock units into common shares, and Progress Software withheld 13,174 shares at $38.99 per share to pay tax withholding obligations upon vesting.

How do PRGS CEO Yogesh K. Gupta's restricted stock units vest?

The three awards were granted on January 18, 2024, January 23, 2025, and January 22, 2026. Each vests in six equal semiannual installments beginning October 1, 2024, October 1, 2025, and October 1, 2026, respectively, subject to his continued employment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock10/01/2026M7,349A$0(1)294,126(2)D
Common Stock10/01/2026F3,554(3)D$38.99290,572D
Common Stock10/01/2026M8,315A$0(1)298,887D
Common Stock10/01/2026F4,021(4)D$38.99294,866D
Common Stock10/01/2026M11,579A$0(1)306,445D
Common Stock10/01/2026F5,599(5)D$38.99300,846D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)10/01/2026M7,349 (6) (6)Common Stock7,349$07,350D
Restricted Stock Units(1)10/01/2026M8,315 (7) (7)Common Stock8,315$024,945D
Restricted Stock Units(1)10/01/2026M11,579 (8) (8)Common Stock11,579$057,895D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. Includes 579 shares of common stock acquired by the Reporting Person on March 31, 2026, through Progress Software Corporation's (the "Company") 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 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. 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 22, 2026.
6. On January 18, 2024, the Reporting Person was granted 44,095 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, 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.
8. On January 22, 2026, the Reporting Person was granted 69,474 restricted stock units pursuant to the Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2026, subject to the continued employment of the Reporting Person with the Company.
Remarks:
YuFan Stephanie Wang, Attorney-in-Fact10/05/2026
** Signature of Reporting PersonDate
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)

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