Progress Software (PRGS) EVP sells 1,352 shares and receives new RSUs, options

Rhea-AI Filing Summary

Progress Software executive Subramanian Sundar reported a small stock sale and new equity awards. On 01/26/2026, he sold 1,352 shares of Progress Software common stock at $42.37 per share under a preexisting Rule 10b5-1 trading plan and held 29,066 shares afterward. On 01/22/2026, he received 13,334 restricted stock units, each representing one share of common stock, and 31,510 employee stock options with a $42.75 exercise price. The restricted stock units vest in six equal semiannual installments beginning on October 1, 2026, and the stock options vest in eight equal semiannual installments beginning on the same date, in each case subject to his continued employment.

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).

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^*

Subramanian Sundar

(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 Infrastructure Mgmt

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/26/2026		S(1)		1,352	D	$42.37	29,066	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)	01/22/2026		A		13,334		(3)	(3)	Common Stock	13,334	$0	13,334	D
Employee Stock Options (Right to buy)	$42.75	01/22/2026		A		31,510		(4)	01/21/2033	Common Stock	31,510	$0	31,510	D

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the Reporting Person on October 27, 2025, prior to the recent volatility in Progress Software Corporation's (the "Company's") stock price and in compliance with all applicable laws and regulations.

2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

3. Represents restricted stock units granted to the Reporting Person 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 on October 1, 2026, subject to the continued employment of the Reporting Person with the Company.

4. Represents stock options granted to the Reporting Person pursuant to the Plan. The stock options vest in eight equal semiannual installments beginning on October 1, 2026, subject to the continued employment of the Reporting Person with the Company.

Remarks:

	YuFan Stephanie Wang, Attorney-in-Fact	01/26/2026
	** 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 activity did Progress Software (PRGS) report for Subramanian Sundar?

The filing shows EVP/GM Infrastructure Mgmt Subramanian Sundar sold 1,352 shares of Progress Software common stock and received new restricted stock units and stock options.

How many Progress Software shares did the EVP sell and at what price?

On 01/26/2026, Subramanian Sundar sold 1,352 shares of Progress Software common stock at $42.37 per share, leaving him with 29,066 shares directly owned.

Was the PRGS insider stock sale under a Rule 10b5-1 plan?

Yes. The filing states the sale was made under a preexisting Rule 10b5-1 trading plan adopted on October 27, 2025, and carried out in compliance with applicable laws and regulations.

What restricted stock units did the Progress Software EVP receive?

On 01/22/2026, he was granted 13,334 restricted stock units, each representing a contingent right to receive one share of Progress Software common stock, vesting in six equal semiannual installments starting October 1, 2026.

What stock options were granted to the Progress Software EVP?

On 01/22/2026, he received 31,510 employee stock options with a $42.75 exercise price, vesting in eight equal semiannual installments beginning October 1, 2026, subject to continued employment.

How many Progress Software shares does the EVP own after the transactions?

Following the 01/26/2026 sale, Subramanian Sundar directly owned 29,066 shares of Progress Software common stock, as reported in the filing.