What changed in this filing

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Item 5. Other Information

2024-04-08 compared with 2023-10-10 · 36 added, 27 removed, 30 unchanged (68% of the section changed)

1 unchanged sentence

During the third quarter of fiscal year 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

During the first quarter of fiscal year 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Name and Title Character of Trading Arrangement 1

3 unchanged sentences

Stock to be Sold Pursuant to Trading Arrangement

Yogesh Gupta ,

President and CEO

Trading Arrangement August 11, 2023 October 15, 2024 Up to 153,836 3

Domenic LoCoco ,

SVP, Chief Accounting Officer

Trading Arrangement August 9, 2023 December 1, 2024 16,318 4

EVP & Chief Information Officer

Trading Arrangement August 18, 2023 August 30, 2024 Up to 11,119 5

Sundar Subramanian ,

EVP & GM, Infrastructure Management

Trading Arrangement August 9, 2023 November 15, 2024 22,189

John Ainsworth ,

EVP & GM, Application and Data Platform

Trading Arrangement February 13, 2024 August 13, 2024 30,631

Loren Jarrett ,

EVP & GM, Digital Experience

Trading Arrangement February 6, 2024 February 28, 2025 21,701

Kathryn Kulikoski ,

EVP & Chief People Officer

Trading Arrangement February 14, 2024 December 31, 2024 9,368 3

YuFan Stephanie Wang ,

EVP & Chief Legal Officer

Trading Arrangement February 5, 2024 October 31, 2024 Up to 4,097 4

Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

2 unchanged sentences

(i) 7,248 shares of our common stock;

and (ii) all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of a maximum of 105,634 Performance Stock Units ("PSUs").

(i) 1,036 shares of our common stock;

and (ii) 2,120 employee stock options expected to be exercised via same-day sale.

(i) 3,806 shares of our common stock;

(ii) 50% of the common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of a maximum of 9,770 PSUs;

(iii) 584 shares of common stock expected to be purchased under the Company’s Employee Stock Purchase Plan;

and (iv) all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of 1,844 restricted stock units.

Includes all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of 4,097 restricted stock units.

The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q:

4.1 Indenture, dated as of March 1, 2024, between Progress Software Corporation and U.S.

Bank Trust Company, National Association, as trustee.

4.2 Form of 3.50% Convertible Senior Note due 2030 (included as Exhibit A in Exhibit 4.1 ) (2)

10.1*† Compensation Program for Non-Employee Directors

10.2 Form of Capped Call Confirmation (3)

10.3 Fourth Amended and Restated Credit Agreement, dated as of March 7, 2024, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Citibank, N.A.

and Wells Fargo Bank, N.A., as Syndication Agents, Citizens Bank, N.A., PNC Bank, National Association, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, and TD Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A.

and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers (4)

31.1* Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Yogesh K.

1 unchanged sentence

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, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of August 31, 2023 and November 30, 2022;

(ii) Condensed Consolidated Statements of Income for the three and nine months ended August 31, 2023 and 2022;

(iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended August 31, 2023 and 2022;

(iv) Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended August 31, 2023 and 2022;

(v) Condensed Consolidated Statements of Cash Flows for the three and nine months ended August 31, 2023 and 2022;

101* The following materials from Progress Software Corporation’s Quarterly Report on Form 10-Q for the three months ended February 29, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of February 29, 2024 and November 30, 2023;

(ii) Condensed Consolidated Statements of Income for the three months ended February 29, 2024 and February 28, 2023;

(iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended February 29, 2024 and February 28, 2023;

(iv) Condensed Consolidated Statements of Stockholders' Equity for the three months ended February 29, 2024 and February 28, 2023;

(v) Condensed Consolidated Statements of Cash Flows for the three months ended February 29, 2024 and February 28, 2023;

and (vi) Notes to Condensed Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1) Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 1, 2024.

(2) Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on March 1, 2024.

(3) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 1, 2024.

(4) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 8, 2024.

* Filed herewith

** Furnished herewith

† Indicates management compensatory plan, contract or arrangement

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

October 10, 2023 /s/ YOGESH K.

April 8, 2024 /s/ YOGESH K.

President and Chief Executive Officer

(Principal Executive Officer)

October 10, 2023 /s/ ANTHONY FOLGER

April 8, 2024 /s/ ANTHONY FOLGER

Anthony Folger

1 unchanged sentence

(Principal Financial Officer)

October 10, 2023 /s/ DOMENIC LOCOCO

April 8, 2024 /s/ DOMENIC LOCOCO

Domenic LoCoco

2 unchanged sentences

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-Q

Item 5. Other Information