PROGRESS SOFTWARE CORP /MA 10-Q

Item 5. Other Information (c) Insider Adoption or Termination of Trading Arrangements 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 Date Adopted Duration 2 Aggregate Number of Shares of Common Stock to be Sold Pursuant to Trading Arrangement John Ainsworth , EVP & GM, Application and Data Platform Rule 10b5-1 Trading Arrangement February 13, 2024 August 13, 2024 30,631 Loren Jarrett , EVP & GM, Digital Experience Rule 10b5-1 Trading Arrangement February 6, 2024 February 28, 2025 21,701 Kathryn Kulikoski , EVP & Chief People Officer Rule 10b5-1 Trading Arrangement February 14, 2024 December 31, 2024 9,368 3 YuFan Stephanie Wang , EVP & Chief Legal Officer Rule 10b5-1 Trading Arrangement February 5, 2024 October 31, 2024 Up to 4,097 4 1. 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. Except as indicated by footnote, each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule. 3. Includes: (i) 7,248 shares of our common stock; and (ii) 2,120 employee stock options expected to be exercised via same-day sale. 4. 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. 33 Item 6. Exhibits The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q: Exhibit No. Description 4.1 Indenture, dated as of March 1, 2024, between Progress Software Corporation and U.S. Bank Trust Company, National Association, as trustee. (1) 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. 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 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 34 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 8, 2024 /s/ YOGESH K. GUPTA Yogesh K. Gupta President and Chief Executive Officer (Principal Executive Officer) Dated: April 8, 2024 /s/ ANTHONY FOLGER Anthony Folger Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: April 8, 2024 /s/ DOMENIC LOCOCO Domenic LoCoco Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 35