Item 5. Other Information
Item 5. Other Information
(c) Insider Adoption or Termination of Trading Arrangements
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.
37
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)
10.2 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 and six months ended May 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of May 31, 2024 and November 30, 2023; (ii) Condensed Consolidated Statements of Income for the three and six months ended May 31, 2024 and 2023; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended May 31, 2024 and 2023; (iv) Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended May 31, 2024 and 2023; (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.
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
38
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: July 8, 2024 /s/ YOGESH K. GUPTA
Yogesh K. Gupta
President and Chief Executive Officer
(Principal Executive Officer)
Dated: July 8, 2024 /s/ ANTHONY FOLGER
Anthony Folger
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Dated: July 8, 2024 /s/ DOMENIC LOCOCO
Domenic LoCoco
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
39
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.