Progress Software insider trades: RSU conversions and sales at ~$46–47

Rhea-AI Filing Summary

Anthony Folger, Chief Financial Officer of Progress Software Corporation (PRGS), reported multiple transactions in Form 4 covering sales and vesting of restricted stock units. On 10/01/2025 and 10/03/2025 Mr. Folger had restricted stock units vest that converted into shares at no cash price and the company withheld shares to satisfy tax withholding obligations from prior grants. He sold 5,374 shares on 10/03/2025 under a preexisting Rule 10b5-1 plan at a weighted average price of $46.45 $46.08–$47.03), plus an additional 100 shares sold at $47.32. Following the reported transactions, his beneficial ownership is reported at 42,559 shares.

Positive

• Sales executed under Rule 10b5-1 plan adopted on 04/08/2025, indicating preplanned trades
• Restricted stock units convert one-for-one to common stock, clarifying dilution mechanics
• Company withheld shares to satisfy tax obligations from grants dated 01/19/2023, 01/18/2024, and 01/23/2025

Negative

• Insider sold 5,374 shares 10/03/2025, reducing reported beneficial ownership to 42,559 shares
• Multiple sales executed across a price range exceeding $1, which may attract market attention

Insights

Corporate Governance Expert

Insider sales were executed under an existing Rule 10b5-1 plan; multiple RSU vestings and tax-withholdings changed holdings.

The Form 4 shows the CFO received vested restricted stock units converting one-for-one into common shares on 10/01/2025, and the company withheld shares to cover tax obligations from grants in 2023, 2024, and 2025.

The sale of 5,374 shares on 10/03/2025 was made under a Rule 10b5-1 trading plan adopted on 4/8/2025; the filing discloses a weighted average sale price of $46.45 and that executions ranged from $46.08 to $47.03.

This is materially recordable governance activity: the trading plan timing and explicit price/range are monitorable facts for investors and compliance reviewers.

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^*

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)
10/01/2025

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	10/01/2025		M		2,529	A	$0(1)	46,088	D
Common Stock	10/01/2025		F		1,122(2)	D	$44.21	44,966	D
Common Stock	10/01/2025		M		2,464	A	$0(1)	47,430	D
Common Stock	10/01/2025		F		1,093(3)	D	$44.21	46,337	D
Common Stock	10/01/2025		M		3,048	A	$0(1)	49,385	D
Common Stock	10/01/2025		F		1,352(4)	D	$44.21	48,033	D
Common Stock	10/03/2025		S(5)		5,374	D	$46.45(6)	42,659	D
Common Stock	10/03/2025		S(5)		100	D	$47.32	42,559	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	(1)	10/01/2025		M			2,529	(7)	(7)	Common Stock	2,529	$0	2,529	D
Restricted Stock Units	(1)	10/01/2025		M			2,464	(8)	(8)	Common Stock	2,464	$0	7,393	D
Restricted Stock Units	(1)	10/01/2025		M			3,048	(9)	(9)	Common Stock	3,048	$0	15,245	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. 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.

6. This tranche of the sale was executed in multiple trades at prices ranging from $46.08 to $47.03 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.

7. On January 19, 2023, the Reporting Person was granted 15,173 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.

8. On January 18, 2024, the Reporting Person was granted 14,785 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.

9. On January 23, 2025, the Reporting Person was granted 18,293 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	10/03/2025
	** 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 did PRGS CFO Anthony Folger report on Form 4?

The filing reports vested restricted stock units converting to shares on 10/01/2025 and insider sales of 5,374 and 100 shares on 10/03/2025.

Were the sales by PRGS insider preplanned?

Yes. The sales were effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the Reporting Person on 04/08/2025.

What price did the PRGS shares sell for?

The filing reports a weighted average sale price of $46.45 for one tranche $46.08–$47.03) and an additional sale at $47.32.

How many shares does the reporting person beneficially own after these transactions?

Following the reported transactions, the Form 4 shows beneficial ownership of 42,559 shares.

Why were shares withheld by the company?

The company withheld shares to pay the Reporting Person's tax withholding obligations upon vesting of restricted stock units from grants in 2023, 2024, and 2025.