1 unchanged sentence
(c) Insider Adoption or Termination of Trading Arrangements
−Removed: 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:
−Removed: Name and Title Character of Trading Arrangement 1
−Removed: Date Adopted Duration 2
−Removed: Aggregate Number of
−Removed: Shares of Common
−Removed: Stock to be Sold Pursuant to Trading Arrangement
−Removed: John Ainsworth ,
−Removed: EVP & GM, Application and Data Platform
−Removed: Trading Arrangement February 13, 2024 August 13, 2024 30,631
−Removed: Loren Jarrett ,
−Removed: EVP & GM, Digital Experience
−Removed: Trading Arrangement February 6, 2024 February 28, 2025 21,701
−Removed: Kathryn Kulikoski ,
−Removed: EVP & Chief People Officer
−Removed: Trading Arrangement February 14, 2024 December 31, 2024 9,368 3
−Removed: YuFan Stephanie Wang ,
−Removed: EVP & Chief Legal Officer
−Removed: Trading Arrangement February 5, 2024 October 31, 2024 Up to 4,097 4
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: (i) 7,248 shares of our common stock;
−Removed: and (ii) 2,120 employee stock options expected to be exercised via same-day sale.
−Removed: 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.
+Added: During the second 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.
The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q:
2 unchanged sentences
4.2 Form of 3.50% Convertible Senior Note due 2030 (included as Exhibit A in Exhibit 4.1 ) (2)
−Removed: 10.1*† Compensation Program for Non-Employee Directors
10.2 Form of Capped Call Confirmation (3)
5 unchanged sentences
32.1** Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
−Removed: 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):
−Removed: (i) Condensed Consolidated Balance Sheets as of February 29, 2024 and November 30, 2023;
−Removed: (ii) Condensed Consolidated Statements of Income for the three months ended February 29, 2024 and February 28, 2023;
−Removed: (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended February 29, 2024 and February 28, 2023;
−Removed: (iv) Condensed Consolidated Statements of Stockholders' Equity for the three months ended February 29, 2024 and February 28, 2023;
−Removed: (v) Condensed Consolidated Statements of Cash Flows for the three months ended February 29, 2024 and February 28, 2023;
+Added: 101* The following materials from Progress Software Corporation’s Quarterly Report on Form 10-Q for the three and six months ended May 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):
+Added: (i) Condensed Consolidated Balance Sheets as of May 31, 2024 and November 30, 2023;
+Added: (ii) Condensed Consolidated Statements of Income for the three and six months ended May 31, 2024 and 2023;
+Added: (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended May 31, 2024 and 2023;
+Added: (iv) Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended May 31, 2024 and 2023;
+Added: (v) Condensed Consolidated Statements of Cash Flows for the three and six months ended May 31, 2024 and 2023;
and (vi) Notes to Condensed Consolidated Financial Statements.
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** Furnished herewith
−Removed: † 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
−Removed: April 8, 2024 /s/ YOGESH K.
+Added: July 8, 2024 /s/ YOGESH K.
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: April 8, 2024 /s/ ANTHONY FOLGER
+Added: July 8, 2024 /s/ ANTHONY FOLGER
Anthony Folger
1 unchanged sentence
(Principal Financial Officer)
−Removed: April 8, 2024 /s/ DOMENIC LOCOCO
+Added: July 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.