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Item 5. Other Information

2024-10-08 compared with 2024-07-08 · 38 added, 21 removed, 20 unchanged (75% of the section changed)

1 unchanged sentence

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.

During the third 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

Anthony Folger

EVP & Chief Financial Officer

Trading Arrangement July 17, 2024 July 31, 2025 Up to 26,009 3

Domenic LoCoco

SVP, Chief Accounting Officer

Trading Arrangement July 29, 2024 November 30, 2025 8,185 4

EVP & Chief Information Officer

Trading Arrangement July 24, 2024 October 31, 2025 Up to 12,623 5

Sundar Subramanian

EVP & GM, Infrastructure Management

Trading Arrangement July 24, 2024 November 30, 2025 2,816

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”).

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.

(i) 3,768 shares of our common stock;

(ii) all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of 7,241 Restricted Stock Units (“RSUs”);

(iii) up to 5,000 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of a maximum of 44,954 Performance Stock Units (“PSUs”);

and (iv) 10,000 employee stock options expected to be exercised via same-day sale.

(i) 1,000 shares of our common stock;

and (ii) 7,185 employee stock options expected to be exercised via same-day sale.

(i) all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of 5,879 RSUs;

and (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 13,488 PSUs.

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)

10.2 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)

2.1*** Asset Purchase Agreement, dated as of September 9, 2024, by and between Cloud Software Group, Inc.

and Progress Software Corporation

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 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;

101* The following materials from Progress Software Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended August 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of August 31, 2024 and November 30, 2023;

(ii) Condensed Consolidated Statements of Income for the three and nine months ended August 31, 2024 and 2023;

(iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended August 31, 2024 and 2023;

(iv) Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended August 31, 2024 and 2023;

(v) Condensed Consolidated Statements of Cash Flows for the three and nine months ended August 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

*** Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on September 9, 2024

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

July 8, 2024 /s/ YOGESH K.

October 8, 2024 /s/ YOGESH K.

President and Chief Executive Officer

(Principal Executive Officer)

July 8, 2024 /s/ ANTHONY FOLGER

October 8, 2024 /s/ ANTHONY FOLGER

Anthony Folger

1 unchanged sentence

(Principal Financial Officer)

July 8, 2024 /s/ DOMENIC LOCOCO

October 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