PROGRESS SOFTWARE CORP /MA — Director's Dealing 2024

Feb 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESS SOFTWARE CORP /MA (PRGS)
CIK: 0000876167
Period of Report: 2024-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-01	Common Stock	M	98371	—	Acquired	274295	Direct
2024-02-01	Common Stock	F	47563	$57.14	Disposed	226732	Direct
2024-02-01	Common Stock	S	32128	$56.7824	Disposed	194604	Direct
2024-02-01	Common Stock	S	8046	$57.5973	Disposed	186558	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-01	Restricted Stock Units	$	M	98371	Disposed		Common Stock (98371)	Direct

Footnotes

F1: On January 19, 2021, the Reporting Person was granted 52,817 performance-based restricted stock units pursuant to Progress Software Corporation's (the "Company's") 2008 Stock Option and Incentive Plan and 2019 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, 2023, the amount shown is the amount of performance-based restricted stock units that vested under the 2019 Long Term Incentive Plan on February 1, 2024.

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: 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, 2021.

F4: 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.

F5: This transaction was executed in multiple trades at prices ranging from $56.30 to $57.29 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.

F6: This transaction was executed in multiple trades at prices ranging from $57.35 to $57.755 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.