Progress Software (PRGS) CEO Gupta vests 59,230 shares and withholds stock for taxes

Rhea-AI Filing Summary

Progress Software CEO Yogesh K. Gupta reported the vesting of performance-based equity and related tax withholding. On February 1, 2026, 59,230 performance-based restricted stock units, granted on January 19, 2023, converted into the same number of Progress common shares after the company met relative total shareholder return and cumulative operating income goals over the three-year period ending November 30, 2025. The company withheld 28,638 shares at $40.57 per share to cover Gupta’s tax obligations from this vesting. After these transactions, he directly owned 274,593 shares of Progress Software common stock.

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).

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^*

Gupta Yogesh K

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		59,230(1)	A	(2)	303,231	D
Common Stock	02/01/2026		F		28,638(3)	D	$40.57	274,593	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			59,230	(1)	(1)	Common Stock	59,230	$0	0	D

Explanation of Responses:

1. On January 19, 2023, the Reporting Person was granted 68,081 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.

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.
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FAQ

What insider transaction did PRGS CEO Yogesh Gupta report on February 1, 2026?

Progress Software CEO Yogesh Gupta reported the vesting of 59,230 performance-based restricted stock units on February 1, 2026. These units converted one-for-one into common stock after the company met three-year relative total shareholder return and cumulative operating income targets through November 30, 2025.

How many Progress Software (PRGS) shares does CEO Yogesh Gupta own after this Form 4?

After the reported transactions, CEO Yogesh Gupta directly owns 274,593 shares of Progress Software common stock. This figure reflects both the 59,230 shares issued from vested restricted stock units and the 28,638 shares withheld by the company to satisfy tax obligations at vesting.

What performance conditions triggered Yogesh Gupta’s PRGS restricted stock unit vesting?

The vesting was based on Progress Software meeting relative total shareholder return and cumulative operating income criteria. These performance goals were measured over a three-year period ending November 30, 2025, under the company’s 2022 Long Term Incentive Plan for the January 19, 2023 grant.

Why were 28,638 PRGS shares sold or withheld at $40.57 for Yogesh Gupta?

The 28,638 Progress Software shares at $40.57 were withheld by the company to cover CEO Yogesh Gupta’s tax withholding obligations. These obligations arose when his performance-based restricted stock units vested and converted into common shares on February 1, 2026.

What was the original size of Yogesh Gupta’s performance-based RSU grant at PRGS?

On January 19, 2023, Yogesh Gupta received 68,081 performance-based restricted stock units from Progress Software. Following performance testing under the 2022 Long Term Incentive Plan, 59,230 of these units ultimately vested and converted into common shares on February 1, 2026.

How do Yogesh Gupta’s PRGS restricted stock units convert into common stock?

Gupta’s restricted stock units convert into Progress Software common stock on a one-for-one basis. In this filing, 59,230 vested restricted stock units became 59,230 common shares, consistent with the conversion terms described in the footnotes to the Form 4.