PROGRESS SOFTWARE CORP /MA 10-Q

Item 5. Other Information On September 23, 2021, we entered into a definitive agreement to acquire MPC Kappa Holdings, Inc. (“MPC”), the ultimate beneficial owner of Kemp Technologies, Inc. and Flowmon Networks a.s. and their subsidiaries (collectively, “Kemp”), for approximately $258 million in cash (the “Purchase Price”), subject to customary adjustments. The closing of the acquisition (the “Closing”) is expected to occur during the fourth quarter of our fiscal year 2021. The acquisition will be funded with existing cash on hand at the Closing. Kemp is the always-on application experience company that helps enterprises deliver, optimize and secure applications and networks across any cloud or hybrid environment. With this acquisition, we will extend our portfolio of market-leading products in DevOps, Application Development, Data Connectivity and Digital Experience, adding Application Experience Management (AX). 52 Item 6. Exhibits The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q: Exhibit No. Description 2.1*** Stock Purchase Agreement dated September 23, 2021, between Progress Software Corporation, MPC Kappa Holdings, Inc., the Sellers set forth therein, and the Seller Representative 31.1* Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Yogesh K. Gupta 31.2* Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Anthony Folger 32.1** Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 101* The following materials from Progress Software Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended August 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of August 31, 2021 and November 30, 2020; (ii) Condensed Consolidated Statements of Income for the three and nine months ended August 31, 2021 and 2020; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended August 31, 2021 and 2020; (iv) Condensed Consolidated Statements of Shareholders' Equity for the three and nine months ended August 31, 2021 and 2020; (v) Condensed Consolidated Statements of Cash Flows for the three and nine months ended August 31, 2021 and 2020; and (vi) Notes to Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith *** Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on September 27, 2021 53 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PROGRESS SOFTWARE CORPORATION (Registrant) Dated: October 7, 2021 /s/ YOGESH K. GUPTA Yogesh K. Gupta President and Chief Executive Officer (Principal Executive Officer) Dated: October 7, 2021 /s/ ANTHONY FOLGER Anthony Folger Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 54