Progress Software (PRGS) CLO records 9,309 RSUs vested and net 5,756 shares

Rhea-AI Filing Summary

Progress Software Corporation’s Chief Legal Officer, YuFan Stephanie Wang, reported equity compensation activity. On February 1, 2026, 9,309 performance-based restricted stock units vested and converted into common stock on a one-for-one basis, leaving her with 9,977 shares before tax withholding.

The company then withheld 4,221 common shares at $40.57 per share to cover her tax obligations, reducing her directly held common stock to 5,756 shares. Following the vesting, the related restricted stock units position was reduced to zero.

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

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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).

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^*

WANG YUFAN STEPHANIE

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		M		9,309(1)	A	$0(2)	9,977	D
Common Stock	02/01/2026		F		4,221(3)	D	$40.57	5,756	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	(2)	02/01/2026		M			9,309	(1)	(1)	Common Stock	9,309	$0	0	D

Explanation of Responses:

1. On January 19, 2023, the Reporting Person was granted 10,699 performance-based restricted stock units pursuant to Progress Software Corporation's (the "Company's") 2008 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan. Based on the Company meeting relative total shareholder return and cumulative operating income criteria over the three-year period ending November 30, 2025, the amount shown is the amount of performance-based restricted stock units that vested under the 2022 Long Term Incentive Plan on February 1, 2026.

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

3. Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 19, 2023.

Remarks:

	YuFan Stephanie Wang	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Progress Software (PRGS) report for YuFan Stephanie Wang?

The filing shows 9,309 performance-based restricted stock units vested for Chief Legal Officer YuFan Stephanie Wang. These units converted into common stock, then some shares were withheld to cover taxes, leaving her with 5,756 directly owned Progress Software common shares after the transaction.

How many Progress Software (PRGS) shares vested for the Chief Legal Officer?

On February 1, 2026, 9,309 performance-based restricted stock units vested for the Chief Legal Officer. Each unit converted into one share of Progress Software common stock, reflecting equity compensation tied to multi-year performance criteria under the company’s long-term incentive plans.

Why were 4,221 Progress Software (PRGS) shares withheld in this Form 4?

The 4,221 common shares were withheld by Progress Software to pay tax withholding obligations arising from the vesting of performance-based restricted stock units. This is a common cashless method to satisfy taxes without requiring the executive to provide separate funds.

What is YuFan Stephanie Wang’s Progress Software (PRGS) share ownership after this transaction?

After the February 1, 2026 transactions, YuFan Stephanie Wang directly owns 5,756 shares of Progress Software common stock. This reflects 9,309 vested shares from restricted stock units, net of 4,221 shares withheld by the company to cover her tax obligations.

What performance criteria were tied to the vested Progress Software (PRGS) restricted stock units?

The vested restricted stock units were performance-based, linked to relative total shareholder return and cumulative operating income over a three-year period ending November 30, 2025. Meeting these criteria triggered vesting of 9,309 units on February 1, 2026.

How do Progress Software (PRGS) restricted stock units convert into common stock?

The filing states that Progress Software restricted stock units convert into common stock on a one-for-one basis. In this case, 9,309 vested units became 9,309 common shares, before share withholding to satisfy the Chief Legal Officer’s tax obligations.