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PROGRESS SOFTWARE CORP /MA Director's Dealing 2025

Apr 3, 2025

31754_dirs_2025-04-03_2cc9e1c7-e3fb-43d1-ac91-483451d0a55a.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: 2025-04-01

Reporting Person: LoCoco Domenic (Chief Accounting Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-04-01 Common Stock M 375 Acquired 4678 Direct
2025-04-01 Common Stock F 111 $56.16 Disposed 4567 Direct
2025-04-01 Common Stock M 885 Acquired 5452 Direct
2025-04-01 Common Stock F 260 $56.16 Disposed 5192 Direct
2025-04-01 Common Stock M 807 Acquired 5999 Direct
2025-04-01 Common Stock F 237 $56.16 Disposed 5762 Direct
2025-04-01 Common Stock M 2828 $47.16 Acquired 8590 Direct
2025-04-01 Common Stock M 2027 $42.61 Acquired 10617 Direct
2025-04-01 Common Stock M 2330 $44.49 Acquired 12947 Direct
2025-04-01 Common Stock S 7185 $57.12 Disposed 5762 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-04-01 Restricted Stock Units $ M 375 Disposed Common Stock (375) Direct
2025-04-01 Restricted Stock Units $ M 885 Disposed Common Stock (885) Direct
2025-04-01 Restricted Stock Units $ M 807 Disposed Common Stock (807) Direct
2025-04-01 Employee Stock Options (Right to buy) $47.16 M 2828 Disposed 2027-01-20 Common Stock (2828) Direct
2025-04-01 Employee Stock Options (Right to buy) $42.61 M 2027 Disposed 2028-01-18 Common Stock (2027) Direct
2025-04-01 Employee Stock Options (Right to buy) $44.49 M 2330 Disposed 2029-01-19 Common Stock (2330) 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 20, 2022.

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 19, 2023.

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 18, 2024.

F5: The trading activity reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 29, 2024.

F6: This transaction was executed in multiple trades at prices ranging from $57.00 to $57.26 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: On January 20, 2022, the Reporting Person was granted 2,248 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.

F8: On January 19, 2023, the Reporting Person was granted 5,311 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.

F9: On January 18, 2024, the Reporting Person was granted 4,842 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.

F10: Options were granted to the Reporting Person on January 21, 2020 under the Company's 2008 Stock Option and Incentive Plan. As of April 1, 2025, 5,656 shares were vested and exercisable.

F11: Options were granted to the Reporting Person on January 19, 2021 under the Company's 2008 Stock Option and Incentive Plan. As of April 1, 2025, 4,053 shares were vested and exercisable.

F12: Options were granted to the Reporting Person on January 20, 2022 under the Company's 2008 Stock Option and Incentive Plan. As of April 1, 2025, 4,660 shares were vested and exercisable.