Progress Software (PRGS) director receives 5,857 deferred stock units as 2026 retainer

Rhea-AI Filing Summary

VITALE VIVIAN M reported acquisition or exercise transactions in this Form 4 filing.

PROGRESS SOFTWARE CORP /MA director Vivian M. Vitale received an equity award of 5,857 deferred stock units of common stock as part of her fiscal 2026 director retainer. The award is valued at $38.42 per unit and increases her direct holdings to 36,224 shares.

The deferred stock units were granted under the company’s Director Compensation Plan pursuant to its 2008 Stock Option and Incentive Plan. They vest on the date of the company’s 2027 Annual Meeting of Stockholders, contingent on her continued board service, and are payable one-for-one in common stock upon either a change in control or when she leaves the board.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider VITALE VIVIAN M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,857	$38.42	$225K

Holdings After Transaction: Common Stock — 36,224 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Deferred stock units granted: 5,857 units Grant value per unit: $38.42 per unit Total shares after grant: 36,224 shares +2 more

5 metrics

Deferred stock units granted 5,857 units Fiscal year 2026 equity retainer grant

Grant value per unit $38.42 per unit Reported transaction price for deferred stock unit grant

Total shares after grant 36,224 shares Direct holdings following the reported transaction

Vesting date 2027 Annual Meeting Units vest on the date of the 2027 Annual Meeting of Stockholders

Payout trigger Change in control or board departure Units payable in common stock on a one-for-one basis at earliest of these events

Key Terms

deferred stock units, equity retainer, Director Compensation Plan, 2008 Stock Option and Incentive Plan, +1 more

5 terms

deferred stock units financial

"Represents deferred stock units issued to the Reporting Person by Progress Software Corporation..."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

equity retainer financial

"as the fiscal year 2026 equity retainer for the Reporting Person's services as a director..."

Director Compensation Plan financial

"issued in accordance with the Company's Director Compensation Plan pursuant to the Company's 2008 Stock Option and Incentive Plan..."

2008 Stock Option and Incentive Plan financial

"pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable on a one-for-one basis..."

change in control regulatory

"payable... on the earlier of a change in control of the Company or the date the Reporting Person terminates service..."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:16 PM Accepted by SEC EDGAR 07/06/2026 - 04:16 PM Learn about SEC filing dates

FAQ

What did PRGS director Vivian M. Vitale report on this Form 4?

Vivian M. Vitale reported receiving 5,857 deferred stock units of Progress Software common stock as part of her fiscal 2026 equity retainer. The units are a compensation grant for her board service, not an open-market share purchase or sale.

How many PRGS shares does Vivian M. Vitale hold after this transaction?

After this equity grant, Vivian M. Vitale holds 36,224 shares of Progress Software common stock directly. This total reflects the addition of 5,857 deferred stock units reported in the filing, which are ultimately payable in common stock on a one-for-one basis.

What are the terms of the 5,857 deferred stock units granted by PRGS?

The 5,857 deferred stock units are issued as the fiscal 2026 equity retainer for Vitale’s board service. They vest on the date of Progress Software’s 2027 Annual Meeting of Stockholders, subject to her continued service, and are paid in common stock upon a change in control or board departure.

Is the PRGS Form 4 transaction a stock purchase or a compensation award?

The transaction is a compensation award, not a stock purchase. Progress Software granted deferred stock units to Vivian M. Vitale under its Director Compensation Plan and 2008 Stock Option and Incentive Plan as her fiscal 2026 equity retainer for serving on the board.

When will Vivian M. Vitale receive PRGS shares for these deferred stock units?

The deferred stock units are payable in common stock on a one-for-one basis upon the earlier of a change in control of Progress Software or the date Vitale terminates service on the board. Vesting occurs at the company’s 2027 Annual Meeting of Stockholders, assuming continued service.

At what value were the 5,857 PRGS deferred stock units granted?

The 5,857 deferred stock units were granted at a reference value of $38.42 per unit. This per-unit value appears in the Form 4 as the transaction price, reflecting the notional grant value used for the equity retainer compensation calculation.

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).

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^*

VITALE VIVIAN M

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2026		A		5,857(1)	A	$38.42	36,224	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

Explanation of Responses:

1. Represents deferred stock units issued to the Reporting Person by Progress Software Corporation (the "Company") as the fiscal year 2026 equity retainer for the Reporting Person's services as a director of the Company during such period. These deferred stock units were issued in accordance with the Company's Director Compensation Plan pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable on a one-for-one basis exclusively in common stock on the earlier of a change in control of the Company or the date the Reporting Person terminates service on the board of directors of the Company (the "Board of Directors"). The deferred stock units will vest on the date of the Company's 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continued service on the Board of Directors until such date.

Remarks:

	Anthony Folger, Attorney-in-Fact	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)