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PROGRESS SOFTWARE CORP /MA Director's Dealing 2024

Oct 3, 2024

31754_dirs_2024-10-03_dff2e332-1b6e-4ea4-bd88-4b11567bccdf.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2024-10-01

Reporting Person: Gupta Yogesh K (Director, Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2024-10-01 Common Stock M 6181 Acquired 151951 Direct
2024-10-01 Common Stock F 2989 $66.55 Disposed 148962 Direct
2024-10-01 Common Stock M 6808 Acquired 155770 Direct
2024-10-01 Common Stock F 3292 $66.55 Disposed 152478 Direct
2024-10-01 Common Stock M 7349 Acquired 159827 Direct
2024-10-01 Common Stock F 3554 $66.55 Disposed 156273 Direct
2024-10-01 Common Stock S 8028 $67.005 Disposed 148245 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-10-01 Restricted Stock Units $ M 6181 Disposed Common Stock (6181) Direct
2024-10-01 Restricted Stock Units $ M 6808 Disposed Common Stock (6808) Direct
2024-10-01 Restricted Stock Units $ M 7349 Disposed Common Stock (7349) Direct

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: Includes 584 shares of common stock acquired by the Reporting Person on March 31, 2024 through Progress Software Corporation's (the "Company") Employee Stock Purchase Plan.

F3: 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 20, 2022.

F4: 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 19, 2023.

F5: 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.

F6: The trading activity reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 11, 2023.

F7: This transaction was executed in multiple trades at prices ranging from $$66.71 to $67.48 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.

F8: On January 20, 2022, the Reporting Person was granted 37,087 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive Plan. The restricted stock units vest in six equal semiannual installments beginning October 1, 2022, subject to the continued employment of the Reporting Person with the Company.

F9: On January 19, 2023, the Reporting Person was granted 40,849 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive 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.

F10: On January 18, 2024, the Reporting Person was granted 44,095 restricted stock units pursuant to the Company's 2008 Stock Option and Incentive 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.