PROGRESS SOFTWARE CORP /MA — Director's Dealing 2024

Apr 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2024-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-01	Common Stock	M	5282	—	Acquired	191840	Direct
2024-04-01	Common Stock	F	2554	$52.97	Disposed	189286	Direct
2024-04-01	Common Stock	M	6181	—	Acquired	195467	Direct
2024-04-01	Common Stock	F	2989	$52.97	Disposed	192478	Direct
2024-04-01	Common Stock	M	6808	—	Acquired	199286	Direct
2024-04-01	Common Stock	F	3292	$52.97	Disposed	195994	Direct
2024-04-01	Common Stock	S	47212	$52.4809	Disposed	148782	Direct
2024-04-01	Common Stock	S	3596	$53.3573	Disposed	145186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-01	Restricted Stock Units	$	M	5282	Disposed		Common Stock (5282)	Direct
2024-04-01	Restricted Stock Units	$	M	6181	Disposed		Common Stock (6181)	Direct
2024-04-01	Restricted Stock Units	$	M	6808	Disposed		Common Stock (6808)	Direct

Footnotes

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

F2: 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, 2021.

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: 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.

F6: This transaction was executed in multiple trades at prices ranging from $52.14 to $53.10 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.

F7: This transaction was executed in multiple trades at prices ranging from $53.19 to $53.70 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 19, 2021, the Reporting Person was granted 31,691 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, 2021, subject to the continued employment of the Reporting Person with the Company.

F9: 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.

F10: 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.