PROGRESS SOFTWARE CORP /MA 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Items 2(a) and 2(b) are not applicable. (c) Stock Repurchases Information related to the repurchases of our common stock by month in the first quarter of fiscal year 2023 is as follows (in thousands, except per share and share data): Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1) December 2022 — $ — — $ 77,959 January 2023 — — — 227,959 February 2023 265,840 56.40 265,840 212,959 Total 265,840 $ 56.40 265,840 $ 212,959 (1) On January 10, 2023, our Board of Directors increased the share repurchase authorization by 150.0 million, to an aggregate authorization of $228.0 million. As of February 28, 2023, there was $213.0 million remaining under this authorization. 30 Item 6. Exhibits The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q: Exhibit No. Description 10.1*† 2023 Fiscal Year Compensation Plan for Non-Employee Directors 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 months ended February 28, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of February 28, 2023 and November 30, 2022; (ii) Condensed Consolidated Statements of Income for the three months ended February 28, 2023 and 2022; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended February 28, 2023 and 2022; (iv) Condensed Consolidated Statements of Stockholders' Equity for the three months ended February 28, 2023 and 2022; (v) Condensed Consolidated Statements of Cash Flows for the three months ended February 28, 2023 and 2022; 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 † Indicates management compensatory plan, contract or arrangement 31 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: April 7, 2023 /s/ YOGESH K. GUPTA Yogesh K. Gupta President and Chief Executive Officer (Principal Executive Officer) Dated: April 7, 2023 /s/ ANTHONY FOLGER Anthony Folger Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: April 7, 2023 /s/ DOMENIC LOCOCO Domenic LoCoco Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 32