What changed in this filing

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Item 1. Business

2023-01-27 compared with 2022-01-27 · 105 added, 126 removed, 132 unchanged (64% of the section changed)

Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") provides the best products to develop, deploy and manage high-impact applications.

Our comprehensive product solutions are designed to make technology teams more productive and we have a deep commitment to the developer community, both open source and commercial alike.

With Progress, organizations can accelerate the creation and delivery of strategic business applications, automate the process by which apps are configured, deployed and scaled, and make critical data and content more accessible and secure — leading to competitive differentiation and business success.

Hundreds of thousands of enterprises, plus approximately 1,700 software companies and 3.5 million developers, depend on Progress to achieve their business goals.

Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") is the trusted provider of the best products to develop, deploy and manage high-impact business applications.

We enable our customers to develop the applications and experiences they need, deploy where and how they want, and manage it all safely and securely.

Progress helps customers drive faster cycles of innovation, fuel momentum and accelerate their path to success.

Our products are generally sold as perpetual licenses, but certain products also use term licensing models and our cloud-based offerings use a subscription-based model.

More than half of our worldwide license revenue is realized through relationships with indirect channel partners, principally ISVs, original equipment manufacturers ("OEMs"), distributors and value-added resellers.

More than half of our worldwide license revenue is realized through relationships with indirect channel partners (principally independent software vendors ("ISVs"));

original equipment manufacturers ("OEMs");

and value-added resellers ("VARs") , s ystems integrators, and distributors.

We operate in North America and Latin America (the "Americas");

Europe, the Middle East and Africa ("EMEA");

and the Asia Pacific region, through local subsidiaries as well as independent distributors.

and Asia and Australia ("Asia Pacific"), through local subsidiaries as well as independent distributors.

Strategic Plan and Operating Model

The key tenets of our strategic plan and operating model are as follows:

Trusted Provider of the Best Products to Develop, Deploy and Manage High Impact Applications .

A key element of our strategy is centered on providing the platform and tools enterprises need to build, deploy, and manage modern, strategic business applications.

The key tenets of our strategic plan and operating model are based on our Total Growth Strategy, the three-pillar approach focused on:

investing and innovating in our current product portfolio, customer retention, and growth through accretive acquisition (“M&A”):

Be the Trusted Provider of the Best Products to Develop, Deploy and Manage High Impact Applications .

A key element of our strategy is centered on building and maintaining the best products and tools enterprises need to build, deploy, and manage modern, strategic business applications.

We offer these products and tools to both new customers and partners, as well as our existing partner and customer ecosystems.

This strategy builds on our vast experience in application development that we've acquired over the past 40 years.

Focus on Customer and Partner Retention to Drive Recurring Revenue and Profitability .

Our organizational philosophy and operating principles focus primarily on customer and partner retention and success, and a streamlined operating approach in order to more efficiently drive predictable and stable recurring revenue and high levels of profitability.

Total Growth Strategy Driven by Accretive M&A.

We are pursuing a total growth strategy driven by accretive acquisitions of businesses within the software infrastructure space, with products that appeal to both IT organizations and individual developers.

These acquisitions must meet strict financial and other criteria, with the goal of driving significant stockholder returns by providing scale and increased cash flows.

As described below, in November 2021, we acquired Kemp Technologies, Inc.

("Kemp") in a transaction that we expect will meet these strict financial criteria.

Kemp is the always-on application experience company that helps enterprises deliver, optimize and secure applications and networks across any cloud or hybrid environment.

The purchase price for Kemp was $258 million and we funded the purchase price with existing cash balances.

With this acquisition, we extended our portfolio of market-leading products in DevOps, Application Development, Data Connectivity and Digital Experience, adding Application Experience Management (AX).

Kemp Loadmaster and Flowmon Network Visibility products monitor application performance, and distribute and balance traffic and workloads across servers, in the cloud or on premise, ensuring high performance and availability.

We expect to continue to pursue acquisitions meeting our financial criteria and designed to expand our business and drive significant stockholder returns.

Multi-Faceted Capital Allocation Strategy .

Our capital allocation policy emphasizes accretive M&A, which allows us to expand our business and drive significant stockholder returns, and utilizes dividends and share repurchases to return capital to stockholders.

We intend to repurchase our shares in sufficient quantities to offset dilution from our equity plans.

Lastly, we return a significant portion of our annual cash flows from operations to stockholders in the form of dividends.

Our organizational philosophy and operating principles focus primarily on customer and partner retention and success, and a streamlined operating approach to drive predictable and stable recurring revenue and high levels of profitability.

Follow a Total Growth Strategy through Accretive M&A.

We focus on accretive acquisitions of businesses within the software infrastructure space, with products that appeal to both information technology ("IT") organizations and individual developers.

Potential acquisitions must meet strict financial and other criteria, which help further our goal to provide significant stockholder returns by providing scale and increased cash flows.

In April 2019, we acquired Ipswitch, Inc.;

in October 2020, we acquired Chef Software, Inc.;

and in November 2021, we acquired Kemp Technologies.

In addition, on January 3, 2023, we announced our entry into a definitive agreement with Vector Maven Holdings, Inc.

and Vector Maven Holdings, L.P.

to acquire MarkLogic Corporation ("MarkLogic"), a leader in managing complex data and metadata (subject to the satisfaction of the terms and conditions set forth in the definitive agreement).

In recent years, our total growth strategy, described above, has resulted in the rapid expansion of our product portfolio.

As our portfolio evolves, we continuously evaluate our organization for additional synergies and efficiencies.

In connection therewith, we are working to realign our go-to-market, product, and operational teams and to increase centralization of shared services and functions across our company.

We believe that these changes will improve collaboration among the teams that develop, sell, and support our

enhance our ability to integrate acquired businesses;

and lead to greater system uniformity and increased operating efficiency.

Employ a Multi-Faceted Capital Allocation Strategy .

Our capital allocation policy emphasizes accretive M&A, which allows us to expand our business and drive significant stockholder returns.

We also utilize dividends and share repurchases to return capital to stockholders.

We intend to continue to repurchase our shares in sufficient quantities to offset dilution from our equity plans and to continue to return a portion of our annual cash flows from operations to stockholders in the form of dividends.

In fiscal year 2022, we repurchased and retired 1.7 million shares of our common stock for $77.0 million.

As of November 30, 2021, there was $155.0 million remaining under share repurchase authorization.

As of November 30, 2022, there was $78.0 million remaining under the share repurchase program authorized by our Board of Directors.

On January 10, 2023, our Board of Directors increased our share repurchase authorization by $150.0 million, to an aggregate authorization of $228.0 million.

The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors, and the Board of Directors may choose to suspend, expand or discontinue the repurchase program at any time.

We began paying quarterly cash dividends of $0.125 per share of common stock to Progress stockholders in December 2016 and have paid quarterly dividends since that time.

On September 21, 2021, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock that was paid on December 15, 2021 to stockholders of record as of the close of business on December 1, 2021.

Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

Our Products and Solutions

We provide the best products to develop, deploy and manage high-impact applications.

Our comprehensive product solutions are designed to make technology teams more productive, and we have a deep commitment to the developer community, both open source and commercial alike.

Described below are some of the solutions that make up our comprehensive product portfolio.

OpenEdge is development software for building dynamic multi-language applications for secure deployment across any platform, any device, and any cloud.

OpenEdge provides a unified environment comprising development tools, application servers, application management tools, an embedded relational database management system, and the capability to connect and integrate with other applications and data sources independently or with other Progress products.

Developer Tools

Our Developer Tools products consist of a leading set of components for user interface (UI) development for Web, Mobile, Desktop, Chat and AR/VR apps, plus automated application testing and reporting tools.

These products make development of modern, engaging application UIs fast and easy for .NET and JavaScript developers.

Developer Tools is focused on serving the evolving needs of our substantial developer community in creating modern and engaging applications.

The products within Developer Tools are Telerik, Kendo UI, Fiddler and Test Studio.

Sitefinity is a next-generation web content management and customer analytics platform for managing and optimizing digital experiences.

Sitefinity combines superior end user experience with a high level of customization capabilities for developers.

Corticon is a market-leading Business Rules Management System that provides applications with decision automation, decision change process and decision-related insight capabilities.

Corticon helps both business and IT users to quickly create or reuse business rules as well as create, improve, collaborate on, and maintain decision logic.

DataDirect Connect

DataDirect Connect provides data connectivity using industry-standard interfaces to connect applications running on various platforms to any major database, for both corporate IT organizations and software vendors.

With software components embedded in the products of over 350 software companies and in the applications of thousands of large enterprises, DataDirect Connect is a global leader in the data connectivity market.

The primary products, in addition to other drivers we have developed, are ODBC drivers, JDBC drivers and ADO.NET providers.

They provide the capability to connect and integrate with other applications and data sources independently or with our cloud-based offerings.

MOVEit provides secure collaboration and automated file transfers of critical business information between users, locations and partners in compliance with data security regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standard and the European Union's General Data Protection Regulation, and advanced workflow automation capabilities without the need for scripting.

Chef is a complete infrastructure automation platform to build, deploy, manage and secure applications in modern multi-cloud and hybrid environments, as well as on-premises.

Chef Enterprise Automation Stack is the full suite of enterprise infrastructure, application and DevSecOps automation technologies delivering change quickly, repeatedly and securely.

For more than ten years, Chef has led the industry in DevOps innovation, uniting teams at organizations of all sizes and optimizing processes and outcomes to accelerate its customers’ business growth.

Chef software is developed as 100% open source.

The primary solutions within the Chef Enterprise Automation Stack are Chef Infra, Chef InSpec, Chef Habitat, Chef Compliance, Chef Automate and Chef Desktop.

Chef Infra automates infrastructure configuration, ensuring every system is configured correctly and consistently.

Chef InSpec provides a language for describing security and compliance rules that can be shared between software engineers, operations and security engineers.

Chef Habitat provides automation capabilities for defining, packages and delivering applications to almost any environment, regardless of operating system or deployment platform.

Chef Automate is an enterprise dashboard and analytics tool enabling cross-team collaboration with actionable insights for configuration and compliance and an auditable history of changes to environments.

Chef Compliance helps enterprises maintain compliance and prevent security incidents across heterogenous estates.

Chef Desktop allows IT teams to automate the deployment, management and ongoing compliance of IT resources.

WhatsUp Gold is an award-winning network monitoring solution, which enables small and medium-sized businesses and enterprises to continuously monitor and manage their IT infrastructure and applications, assuring high levels of performance and availability.

Kemp Loadmaster

The Kemp LoadMaster load balancing solutions and extensive library of application deployment templates provide high performance and secure delivery of application workloads from a wide range of vendors in multiple sectors.

Kemp Flowmon Network Visibility

The Kemp Flowmon network performance monitoring and diagnostic (NPMD) solutions collect and analyze rich network telemetry from various sources, saving hours of tedious network troubleshooting and accelerating time-to-resolution.

The Kemp Flowmon network detection and response (NDR) solutions combine machine learning, heuristics and advanced analytics to improve network performance, alert on network anomalies and provide early detection of advanced persistent threats.

On September 23, 2022, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock which was paid on December 15, 2022 to stockholders of record as of the close of business on December 1, 2022.

On January 10, 2023, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock that will be paid on March 15, 2023 to shareholders of record as of the close of business on March 1, 2023.

Future declarations of dividends, if any, and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

As described above, we expect to continue to pursue acquisitions meeting our financial criteria that are designed to expand our business and drive significant stockholder returns.

As a result, our expected uses of cash could change, our cash position could be reduced, and we may incur additional debt obligations to the extent we complete additional acquisitions.

However, we currently believe that existing cash balances, together with funds generated from operations and amounts available under our credit facility, will be sufficient to finance our operations and meet our foreseeable cash requirements, including quarterly cash dividends and stock repurchases to Progress stockholders, as applicable, through at least the next twelve months.

We derive a significant portion of our revenue from international operations, which are primarily conducted in foreign currencies.

As a result, changes in the value of these foreign currencies relative to the U.S.

dollar have significantly impacted our results of operations and may impact our future results of operations.

Since approximately one-third of our revenue is denominated in foreign currency, and given the recent volatility in the global economy, our revenue results in the fiscal year 2022 were impacted by fluctuations in foreign currency exchange rates.

With Progress, businesses can automate and optimize the process by which applications are developed, deployed and managed.

This makes critical data and content more accessible and secure and technology teams more productive.

We have a deep commitment to the developer community, both open source and commercial alike.

Described below are some of the products that make up our comprehensive product portfolio.

Progress OpenEdge:

An application development platform for running business-critical applications needing high-performance, high availability and flexible deployment options for extensibility, scalability, security and performance.

Progress Chef:

DevOps/DevSecOps automation software to achieve secure, continuous delivery of critical applications and infrastructure.

Progress Developer Tools:

The comprehensive software development tooling collection including .NET and JavaScript UI components for web, desktop and mobile applications, reporting and report management tools and automated testing and mocking tools.

Progress Kemp LoadMaster :

Flexible application delivery and security product offering cloud-native, virtual and hardware load balancers.

Progress MOVEit:

Managed File Transfer software for managing and controlling the movement of sensitive files, securing them both at-rest and in-transit, and ensuring strict adherence to compliance requirements.

Progress DataDirect :

Secure data connectivity tools for Relational, NoSQL, Big Data and SaaS data sources.

Progress WhatsUp Gold :

Network infrastructure monitoring software providing complete visibility of all network devices, servers, virtual machines, cloud and wireless environments to find and fix network problems.

Progress Sitefinity:

Digital Experience Platform foundation, delivering intelligent, ROI-driving tools for marketers and an extensible platform for developers to create engaging, cross-channel digital experiences.

Progress Flowmon :

Network security and visibility product with automated response across hybrid cloud ecosystems.

Progress Corticon :

Decision automation platform to transform user experiences by streamlining and automating complex business rules—without having to code.

Product Development

Most of our products have been developed by our internal product development staff or the internal staffs of acquired companies.

We believe that the features and performance of our products are competitive with those of other available development and deployment tools and that none of the current versions of our products are approaching obsolescence.

We believe that the features and performance of our products are competitive with those of other available infrastructure software products and that none of the current versions of our products are approaching obsolescence.

However, we have invested, and expect to continue to invest in new product development and enhancements of our current products to maintain our competitive position.

Our primary development offices are located in Bedford, Massachusetts;

Our primary development offices are located in Burlington, Massachusetts;

Morrisville, North Carolina;

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Brno, Czech Republic;

and Bangalore and Hyderabad, India.

and Bengaluru and Hyderabad, India.

We sell our products globally through several channels:

directly to end users and indirectly through independent software vendors, OEMs, and system integrators.

Sales of our solutions and products through our direct sales force have historically been to business

managers or IT managers in corporations and governmental agencies.

directly to end users and indirectly through ISVs, OEMs, systems integrators, VARs and distributors.

Sales of our products through our direct sales force have historically been to business managers or IT managers in corporations and governmental agencies.

We also target developers who create business applications, from individuals to teams, within enterprises of all sizes.

We also sell our products through indirect channels, primarily ISVs.

OEMs, and value-added resellers, who embed or add features to our products as part of an integrated solution.

OEMs, and value-added resellers ("VARs"), who embed or add features to our products as part of an integrated solution.

We use distributors and resellers, both internationally and domestically, in certain locations where we do not have a direct presence or where it is more economically or contractually feasible for us to do so.

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We have kept entry costs, consisting primarily of the initial purchase of development licenses, low to encourage a wide variety of ISVs to build applications.

If an ISV succeeds in marketing its applications, we obtain recurring revenue as the ISV licenses our deployment products to allow its application to be installed and used by customers.

If an ISV succeeds in marketing its applications, we obtain recurring revenue as the ISV licenses our products to allow its application to be installed and used by customers.

In recent years, a significantly increasing amount of our revenue from ISVs has been generated from ISVs who have chosen to enable their business applications under a software-as-a-service ("SaaS") platform.

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However, there is no assurance that they will continue to renew in the future.

If any of our largest OEM customers were not to renew their agreements in the future, this could materially impact our DataDirect Connect product line.

Value Added Resellers

We enter into arrangements with value-added resellers (VARs) in which the VAR adds features or services to our products, then resell those products as an integrated product or complete "turn-key" solution .

If any of our largest OEM customers were not to renew their agreements in the future, this could materially impact our DataDirect product line.

Value Added Resellers, Systems Integrators and Distributors

We enter into arrangements with VARs in which the VAR adds features or services to our products, then resells those products as an integrated product or complete "turn-key" solution .

Systems Integrators typically have expertise in vertical or functional markets:

they may resell our products by bundling them with their broader service offerings or refer sales opportunities to our direct sales force.

Distributors resell our products, services and support within their territories.

No single customer or partner has accounted for more than 10% of our total revenue in any of our last three fiscal years.

Sales and Marketing

We sell our products and solutions through our direct sales force and indirect channel partners.

We have sold our products and solutions to enterprises in over 180 countries.

Our sales and field marketing groups are organized primarily by region.

We operate by region in the Americas, EMEA and Asia Pacific.

We sell our products through our direct sales force and indirect channel partners.

Our sales and field marketing groups are organized primarily by geographic region (i.e.

North America, EMEA, Latin America, and Asia Pacific).

We believe this structure allows us to maintain direct contact with our customers and support their diverse market requirements.

Our international operations provide focused local sales, support and marketing efforts and are able to respond directly to changes in local conditions.

In addition to our direct sales efforts, we distribute our products through ISVs, systems integrators, resellers, distributors, and OEM partners in the United States and internationally.

Systems integrators typically have expertise in vertical or functional markets.

In some cases, they resell our products, bundling them with their broader service offerings.

In other cases, they refer sales opportunities for our products to our direct sales force.

Distributors sublicense our products and provide service and support within their territories.

OEMs embed portions of our technology in their product offerings.

Sales personnel are responsible for developing new direct end user accounts, recruiting new indirect channel partners and new independent distributors, managing existing channel partner relationships and servicing existing customers.

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We use our inside sales teams to enhance our direct sales efforts and to generate new business and follow-on business from existing customers.

Our marketing personnel conduct a variety of marketing engagement programs designed to create demand for our products, enhance the market readiness of our products, raise the general awareness of our company and our products and solutions, generate leads for the sales organization and promote our various products.

Our marketing personnel conduct a variety of marketing engagement programs designed to create demand for our products, enhance the market readiness of our products, raise the general awareness of our company and our products, generate leads for the sales organization and promote our various products.

These programs include press relations, analyst relations, investor relations, digital/web marketing, marketing communications, participation in trade shows and industry conferences, and production of sales and marketing literature.

We also hold and participate in global events, as well as regional user events in various locations throughout the world.

Our sales and marketing efforts with respect to certain of our products differ from our traditional sales and marketing efforts because the target markets are different.

For these products, we have designed our marketing and sales model to be efficient for high volumes

of lower-price transactions.

Our sales and marketing efforts with respect to certain products differ from our traditional sales and marketing efforts because the target markets are different.

For these products, we have designed our marketing and sales model to be efficient for high volumes of lower-price transactions.

Our marketing efforts focus on driving traffic to our websites and on generating high quality sales leads, in many cases, consisting of developer end users who download a free evaluation of our software.

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Customers purchase maintenance services entitling them to software updates, technical support and technical bulletins.

Maintenance is generally not required with our products and is purchased at the customer's option.

We provide support to customers primarily through our main regional customer support centers in Bedford, Massachusetts;

Melville, New York;

Maintenance is generally not required with those products sold under perpetual license agreements and is purchased at the customer's option.

We provide support to customers primarily through our main regional customer support centers in Burlington, Massachusetts;

Morrisville, North Carolina;

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Brno, Czech Republic;

Bengaluru, India;

Hyderabad, India;

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and analytics/business intelligence.

The computer software industry is intensely competitive.

The software industry is intensely competitive.

We experience significant competition from a variety of sources with respect to all of our products.

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We believe the relative importance of each of these factors depends upon the concerns and needs of each specific customer.

We compete with multiple companies, some that have single or narrow solutions, and some that have a range of enterprise infrastructure solutions such as Salesforce.com, Inc., Amazon.com, Inc.

and Microsoft Corporation.

Many of these vendors offer platform-as-a-service, application development, data integration and other tools in conjunction with their CRM, web services, operating systems, and relational database management systems.

We compete with software vendors that offer their products under a typical proprietary software license model, and various other vendors that offer their solutions in an open source licensing or freely available distribution model.

We compete with multiple companies, some that have single or narrow solutions, and some that have a range of enterprise infrastructure solutions.

Many of these vendors offer platform-as-a-service, application development, data integration and other tools

in conjunction with their CRM, web services, operating systems, and relational database management systems.

We compete with software vendors that offer their products under a proprietary software license model, and various other vendors that offer their solutions in an open-source licensing or freely available distribution model.

We do not believe that there is a dominant vendor in the infrastructure software markets in which we compete.

However, some of our competitors have greater financial, marketing or technical resources than we have and/or may have experience in, or be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to the development, promotion and sale of their products than we can.

However, some of our competitors have greater and/or more experienced financial, marketing or technical resources than we have, or may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to the development, promotion and sale of their products than we are able.

Increased competition could make it more difficult for us to maintain our revenue and market presence.

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Except as described below with respect to our Chef products, we generally distribute our products under software license agreements that grant customers a perpetual nonexclusive license to use our products and contain terms and conditions prohibiting the unauthorized reproduction or transfer of our products.

We also distribute our products through various channel partners, including ISVs, OEMs and system integrators.

We also distribute our products through various channel partners, including ISVs, OEMs and systems integrators.

We also license our products under term or subscription arrangements.

In addition, we attempt to protect our trade secrets and other proprietary information through agreements with employees, consultants and channel partners.

Although we intend to protect our rights vigorously, there is no assurance that these measures will be successful.

Although we intend to protect our rights vigorously, and do not intend to infringe upon the intellectual property rights of other parties, there is no assurance that these measures will be successful.

We seek to protect the source code of our products as trade secrets and as unpublished copyrighted works.

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Our CODM is our Chief Executive Officer.

Beginning in the second quarter of fiscal year 2021, we operate as one operating segment:

We operate as one operating segment:

software products to develop, deploy, and manage high-impact business applications.

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Employees in certain foreign jurisdictions are represented by local workers’ councils and/or collective bargaining agreements as may be customary or required in those jurisdictions.

We have experienced no work stoppages and believe our relations with employees are good.

We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees.

We provide our employees with competitive compensation and benefits, opportunities for equity ownership, and development programs that enable continued learning and growth.

Therefore, we provide our employees with competitive compensation and benefits, opportunities for equity ownership, and development programs that enable continued learning and growth.

Employee Engagement, Development and Training

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We empower our employees to drive their career aspirations and set personal development objectives in partnership with their managers.

To strengthen these conversations, we train managers across the globe to partner with employees through career conversations, as well as provide career development training for all employees so that they can successfully leverage the many tools in place to support them.

To strengthen these conversations, we train managers across the globe to partner with employees through career conversations and provide career development training for all employees so that they can successfully leverage the many tools in place to support them.

To match the location and learning specifics of our people, we combine various channels for personal and technical development:

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We also use employee survey information to gain insights into how and where we work.

COVID-19 Response

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees as well as the communities in which we operate.

This includes having the vast majority of our employees work from home, while implementing additional safety measures for employees continuing critical on-site work.

We also provided a work-from-home reimbursement policy to assist employees in that transition and added several company-wide paid days off and caregiving support to help employees balance their work and life responsibilities.

Flexible Work Approach

The COVID‐19 pandemic has significantly changed the way employees think about where and how they work.

The COVID‐19 pandemic significantly changed the way employees think about where and how they work.

For most of our employees, productivity is no longer tied to being in an office and collaboration can happen between people anywhere.

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We are committed to creating a culture of innovation and inspiration, where employees feel a strong sense of community and pride in the company and the successes they have helped to achieve.

We launched an inclusion and diversity (I&D) undertaking focused on fostering an inclusive environment and diverse workforce by strengthening the following core areas of our organization:

culture and belonging;

talent acquisition;

leveraging talent;

management and leadership;

and career development.

To ensure success of our I&D efforts, we formed an Inclusion and Diversity Advisory Committee, made up of a diverse group of Progress employees from around the globe with varying backgrounds, skill sets and viewpoints.

This committee has been tasked with supporting the formation and implementation of enterprise-wide I&D initiatives and ensuring a clear I&D vision is established and articulated in a way that is authentic for everyone at Progress.

Among its many accomplishments, the committee helped to establish a governance framework for Progress Employee Resource Groups (ERGs), supported the formation of our first ERGs, , and contributed to the strengthening of our career and hiring processes.

We now have six ERGs:

Progress for Her, Blacks at Progress, Plus (LGTBQ+), veterans@progress, ASPIRE (Asian Pacific Islanders) and Unidos en Progress.

We have an Inclusion and Diversity Advisory Committee, made up of a diverse group of Progress employees from around the globe with varying backgrounds, skill sets and viewpoints.

This committee supports our Chief Inclusion and Diversity Officer in the formation and implementation of enterprise-wide Inclusion and Diversity initiatives and ensuring a clear Inclusion and Diversity vision is established and articulated in a way that is authentic for all Progress employees.

Available Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website at www.progress.com as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC at www.sec.gov.

The information posted on our website is not incorporated into this Annual Report.

Our Code of Conduct and Business Ethics is also available on our website.

Additional information about this code and amendments and waivers thereto can be found below in Part III, Item 10 of this Form 10-K.

The information posted on our website is not incorporated into this Annual Report on Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business