Progress Software (PRGS) EVP logs RSU vesting and tax share withholdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Progress Software (PRGS) executive Sundar Subramanian reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On April 1, 2026, he exercised RSUs into 4,044 shares of common stock and had 1,795 shares withheld by the company to cover tax obligations at $24.96 per share.

Following these transactions, he directly holds 16,710 shares of common stock and 6,837 RSUs, which continue to vest in semiannual installments under the company’s 2008 Stock Option and Incentive Plan. The filing shows compensation-related exercises and tax-withholding dispositions rather than open‑market buying or selling.

Insider Trade Summary

4,044 shares exercised/converted

Mixed 9 txns

Insider Subramanian Sundar

Role EVP/GM Infrastructure Mgmt

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,168	$0.00	--
Exercise	Restricted Stock Units	1,167	$0.00	--
Exercise	Restricted Stock Units	1,709	$0.00	--
Exercise	Common Stock	1,168	$0.00	--
Tax Withholding	Common Stock	519	$24.96	$13K
Exercise	Common Stock	1,167	$0.00	--
Tax Withholding	Common Stock	518	$24.96	$13K
Exercise	Common Stock	1,709	$0.00	--
Tax Withholding	Common Stock	758	$24.96	$19K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 16,710 shares (Direct)

Footnotes (1)

Restricted stock units convert into common stock on a one-for-one basis. Represents shares of common stock withheld by Progress Software Corporation (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 19, 2023. 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. 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. On January 19, 2023, the Reporting Person was granted 7,003 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, 2023, subject to the continued employment of the Reporting Person with the Company. On January 18, 2024, the Reporting Person was granted 7,004 restricted stock units pursuant to 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. On January 23, 2025, the Reporting Person was granted 10,255 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.

Key Figures

RSU exercises: 4,044 shares Tax-withheld shares: 1,795 shares Tax withholding price: $24.96 per share +5 more

8 metrics

RSU exercises 4,044 shares Common stock acquired via RSU conversions on April 1, 2026

Tax-withheld shares 1,795 shares Common shares withheld to cover tax obligations at vesting

Tax withholding price $24.96 per share Value used for F-code tax-withholding dispositions

Post-transaction common shares 16,710 shares Direct common stock holdings after reported transactions

Remaining RSUs 6,837 units Restricted stock units outstanding after vesting events

2023 RSU grant 7,003 units Granted January 19, 2023 under 2008 Stock Option and Incentive Plan

2024 RSU grant 7,004 units Granted January 18, 2024, vesting in six semiannual installments

2025 RSU grant 10,255 units Granted January 23, 2025, vesting in six semiannual installments

Key Terms

Restricted Stock Units, tax withholding obligations, 2008 Stock Option and Incentive Plan, semiannual installments, +1 more

5 terms

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.

tax withholding obligations financial

"Represents shares of common stock withheld by Progress Software Corporation to pay the tax withholding obligations of the Reporting Person"

2008 Stock Option and Incentive Plan financial

"granted 7,003 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan"

semiannual installments financial

"The restricted stock units vest in six equal semiannual installments beginning October 1"

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 04:17 PM

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^*

Subramanian Sundar

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP/GM Infrastructure Mgmt

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		M		1,168	A	$0⁽¹⁾	16,710	D
Common Stock	04/01/2026		F		519⁽²⁾	D	$24.96	16,191	D
Common Stock	04/01/2026		M		1,167	A	$0⁽¹⁾	17,358	D
Common Stock	04/01/2026		F		518⁽³⁾	D	$24.96	16,840	D
Common Stock	04/01/2026		M		1,709	A	$0⁽¹⁾	18,549	D
Common Stock	04/01/2026		F		758⁽⁴⁾	D	$24.96	17,791	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/01/2026		M			1,168	⁽⁵⁾	⁽⁵⁾	Common Stock	1,168	$0	0	D
Restricted Stock Units	⁽¹⁾	04/01/2026		M			1,167	⁽⁶⁾	⁽⁶⁾	Common Stock	1,167	$0	2,336	D
Restricted Stock Units	⁽¹⁾	04/01/2026		M			1,709	⁽⁷⁾	⁽⁷⁾	Common Stock	1,709	$0	6,837	D

Explanation of Responses:

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

2. Represents shares of common stock withheld by Progress Software Corporation (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 19, 2023.

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. On January 19, 2023, the Reporting Person was granted 7,003 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, 2023, subject to the continued employment of the Reporting Person with the Company.

6. On January 18, 2024, the Reporting Person was granted 7,004 restricted stock units pursuant to 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 10,255 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.

Remarks:

	YuFan Stephanie Wang, Attorney-in-Fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did PROGRESS SOFTWARE (PRGS) executive Sundar Subramanian report on this Form 4?

He reported equity compensation activity, not open-market trading. The filing shows restricted stock units converting into common stock and shares withheld by Progress Software to cover tax obligations tied to prior RSU grants and vesting schedules under the company’s stock incentive plan.

How many PROGRESS SOFTWARE (PRGS) shares did Sundar Subramanian acquire and dispose on April 1, 2026?

He acquired 4,044 shares of common stock through exercises and had 1,795 shares withheld for taxes. The withholding transactions used a price of $24.96 per share, reflecting payment of tax liabilities rather than discretionary market sales of stock.

How many PROGRESS SOFTWARE (PRGS) shares does Sundar Subramanian hold after these transactions?

After the reported transactions, he holds 16,710 shares of Progress Software common stock directly. These holdings reflect the net result of RSU conversions into shares and share withholding for tax obligations, as disclosed in the non-derivative transaction table.

What restricted stock unit (RSU) position does Sundar Subramanian retain at PROGRESS SOFTWARE (PRGS)?

He retains 6,837 restricted stock units after the reported vesting events. Footnotes explain that RSUs granted in 2023, 2024, and 2025 vest in six equal semiannual installments, beginning October 1 of the year following each respective grant date, subject to continued employment.

Were Sundar Subramanian’s PROGRESS SOFTWARE (PRGS) transactions open-market buys or sells?

No, the transactions were not open-market trades. Codes M and F show derivative exercises and shares withheld to pay tax obligations on RSU vesting. The price of $24.96 per share applies to the tax-withholding dispositions, not discretionary buying or selling in the market.

What RSU grants to Sundar Subramanian does PROGRESS SOFTWARE (PRGS) disclose in this filing?

The filing notes RSU grants of 7,003 units in 2023, 7,004 units in 2024, and 10,255 units in 2025. Each grant vests in six equal semiannual installments starting October 1 of the following year, conditioned on his continued employment with Progress Software.