PROGRESS SOFTWARE CORP /MA 10-Q

Item 5. Other Information (c) Insider Adoption or Termination of Trading Arrangements 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 Rule 10b5-1 Trading Arrangement July 17, 2024 July 31, 2025 Up to 26,009 3 Domenic LoCoco SVP, Chief Accounting Officer Rule 10b5-1 Trading Arrangement July 29, 2024 November 30, 2025 8,185 4 Ian Pitt EVP & Chief Information Officer Rule 10b5-1 Trading Arrangement July 24, 2024 October 31, 2025 Up to 12,623 5 Sundar Subramanian EVP & GM, Infrastructure Management Rule 10b5-1 Trading Arrangement July 24, 2024 November 30, 2025 2,816 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) 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. 4. Includes: (i) 1,000 shares of our common stock; and (ii) 7,185 employee stock options expected to be exercised via same-day sale. 5. Includes: (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. 37 Item 6. Exhibits The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q: Exhibit No. Description 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. 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 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) * Filed herewith ** Furnished herewith *** Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on September 9, 2024 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: October 8, 2024 /s/ YOGESH K. GUPTA Yogesh K. Gupta President and Chief Executive Officer (Principal Executive Officer) Dated: October 8, 2024 /s/ ANTHONY FOLGER Anthony Folger Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: October 8, 2024 /s/ DOMENIC LOCOCO Domenic LoCoco Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 39