Progress Software (NASDAQ: PRGS) CFO trades vested shares

Rhea-AI Filing Summary

Progress Software Chief Financial Officer Anthony Folger reported multiple equity transactions involving company stock. On February 1, 2026, 22,000 performance-based restricted stock units vested and converted into an equal number of common shares at $0 exercise price, based on three-year performance criteria ending November 30, 2025.

To cover taxes on this vesting, the company withheld 9,757 shares at $40.57 per share. On February 3, 2026, Folger sold 5,184 shares at a weighted average price of $39.88 and 816 shares at a weighted average price of $40.78, under a preexisting Rule 10b5-1 trading plan adopted April 8, 2025. After these transactions, he directly owned 48,802 common 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

FOLGER ANTHONY

(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 Financial 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		22,000(1)	A	$0(2)	64,559	D
Common Stock	02/01/2026		F		9,757(3)	D	$40.57	54,802	D
Common Stock	02/03/2026		S(4)		5,184	D	$39.88(5)	49,618	D
Common Stock	02/03/2026		S(4)		816	D	$40.78(6)	48,802	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			22,000	(1)	(1)	Common Stock	22,000	$0	0	D

Explanation of Responses:

1. On January 19, 2023, the Reporting Person was granted 25,287 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.

4. The sale reported in this Form 4 was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the Reporting Person on April 8, 2025, prior to the recent volatility in the Company's stock price and in compliance with all applicable laws and regulations. The sale is reported on two rows due to being executed in multiple trades across a price range that exceeded $1.

5. This tranche of the sale was executed in multiple trades at prices ranging from $39.41 to $40.40 per share. The price reported represents the weighted average sale price of these trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

6. This tranche of the sale was executed in multiple trades at prices ranging from $40.41 to $41.10 per share. The price reported represents the weighted average sale price of these trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

Remarks:

	YuFan Stephanie Wang, Attorney-in-Fact	02/03/2026
	** 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.

FAQ

What insider transactions did PRGS CFO Anthony Folger report on this Form 4?

Anthony Folger reported vesting of performance-based restricted stock units, tax withholding, and open market sales. 22,000 units vested into common stock, 9,757 shares were withheld for taxes, and 6,000 shares were sold in two tranches, leaving him with 48,802 directly owned shares.

How many Progress Software (PRGS) RSUs vested for the CFO and on what basis?

22,000 performance-based restricted stock units vested for the CFO on February 1, 2026. Vesting depended on Progress Software meeting relative total shareholder return and cumulative operating income targets over the three-year period ending November 30, 2025, under the 2022 Long Term Incentive Plan.

How many PRGS shares were sold by the CFO and at what prices?

Anthony Folger sold 5,184 Progress Software shares at a weighted average price of $39.88 and 816 shares at $40.78. Each tranche was executed through multiple trades within specified price ranges, as detailed in the footnotes to the filing.

What does the tax withholding transaction on the PRGS Form 4 represent?

The withholding of 9,757 shares represents stock retained by Progress Software to cover the CFO’s tax obligations. These taxes arose when performance-based restricted stock units granted January 19, 2023 vested on February 1, 2026 and converted into common shares on a one-for-one basis.

How many Progress Software (PRGS) shares does the CFO own after these transactions?

After the reported transactions, CFO Anthony Folger directly owns 48,802 Progress Software common shares. This figure reflects the RSU vesting, tax withholding in shares, and subsequent sales reported for February 1, 2026 and February 3, 2026 in the Form 4.

Was the PRGS CFO share sale made under a Rule 10b5-1 trading plan?

Yes. The filing states the sale was effected under a preexisting Rule 10b5-1 trading plan. The plan was adopted on April 8, 2025, prior to recent volatility in Progress Software’s stock price and in compliance with applicable laws and regulations.