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Item 9A. Controls and Procedures

2025-01-21 compared with 2024-01-26 · 72 added, 67 removed, 125 unchanged (53% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures

Our management maintains disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

Our management, including the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed in the reports filed or submitted by us under the Exchange Act was recorded, processed, summarized and reported within the requisite time periods and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Our management maintains disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

Our management, including our principal executive and principal financial officers, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report.

Based on this evaluation, we concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of November 30, 2024.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

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Our assessment was based on the framework in the updated Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired ShareFile on October 31, 2024.

Management excluded ShareFile from its assessment of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2024.

This exclusion was in accordance with SEC guidance that an assessment of a recently acquired business’s internal control over financial reporting may be omitted from management’s report on internal control over financial reporting in the year of acquisition of the business.

ShareFile represented, in aggregate, approximately 1% of the Company’s total consolidated assets (excluding goodwill and intangibles, which are included in the scope of the assessment) and less than 3% of total consolidated revenues, as of and for the year ended November 30, 2024.

Based on our assessment we believe that as of November 30, 2024, our internal control over financial reporting is effective based on those criteria.

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Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated our “internal control over financial reporting” as defined in Exchange Act Rule 13a-15(f) to determine whether any changes in our internal control over financial reporting occurred during the fiscal quarter ended November 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, there were no changes in our internal control over financial reporting during the fiscal quarter ended November 30, 2023 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fiscal quarter ended November 30, 2024 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

(d) Report of independent registered public accounting firm

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended November 30, 2023, of the Company and our report dated January 26, 2024, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting of ShareFile, which was acquired during the year ended November 30, 2024 and whose financial statements constitute approximately 1% of total assets (exclusive of acquired intangible assets and goodwill) and 3% of total revenues of the consolidated financial statement amounts as of and for the year ended November 30, 2024.

Accordingly, our audit did not include the internal control over financial reporting of ShareFile.

Basis for Opinion

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Other Information

On January 14, 2025, the Board of Directors of the Company approved an amendment to the Company's Bylaws to (i) delegate authority to the Company’s Chief Executive Officer to approve the appointment of certain officer positions, including roles below the executive officer level and (ii) clarify and further enhance procedural mechanics in connection with stockholder nominations of directors, including by requiring a stockholder delivering a nomination notice pursuant to the advance notice provisions of the Bylaws to (A) fully comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and (B) deliver reasonable evidence that such stockholder has met the requirements of Rule 14a-19(a)(3) no later than five business days prior to the applicable stockholder meeting.

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws filed as Exhibit 3.3 hereto and incorporated herein by reference.

(b) Insider Adoption or Termination of Trading Arrangements

During the fourth quarter of fiscal year 2023, 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 October 17, 2023 June 10, 2024 Up to 18,767 3

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) 3,767 shares of our common stock;

(ii) up to 7,500 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of Performance Stock Units;

and 7,500 employee stock options expected to be exercised via same-day sale.

During the fourth 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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This information will be contained in our definitive proxy statement for the 2025 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) Documents Filed as Part of this Annual Report on Form 10-K

3 unchanged sentences

• Consolidated Statements of Operations for the years ended November 30, 2024, 2023 and 2022

• Consolidated Statements of Comprehensive Income (Loss) for the years ended November 30, 2023, 2022 and 2021

• Consolidated Statements of Comprehensive Income for the years ended November 30, 2024, 2023 and 2022

• Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2024, 2023 and 2022

3 unchanged sentences

Financial statement schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.

Documents listed below, except for documents followed by parenthetical numbers, are being filed as exhibits.

Documents followed by parenthetical numbers are not being filed herewith and, pursuant to Rule 12b-32 of the General Rules and Regulations promulgated by the SEC under the Exchange Act, reference is made to such documents as previously filed as exhibits with the SEC.

Our file number under the Exchange Act is 0-19417.

2.1* Stock Purchase Agreement, dated March 28, 2019, by and among Progress Software Corporation, Ipswitch, Inc.

and Roger Greene (1)

2.2* Agreement and Plan of Merger, dated September 4, 2020, by and among Progress Software Corporation, Go Big Transitory Subsidiary, Inc., Chef Software Inc.

and Shareholder Representative Services LLC (2)

2.3 Stock Purchase Agreement, dated September 23, 2021, by and among Progress Software Corporation, MPC Kappa Holdings, Inc., the Sellers named therein and the Seller Representative (3)

The Company has filed with this report or incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under the Exchange Act.

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed Herewith

2.1* Stock Purchase Agreement, dated January 3, 2023, between Progress Software Corporation, Vector Maven Holdings, Inc., and Vector Maven Holdings, L.P.

2.5 Plan of Domestication (5)

8-K 1/3/2023 2.1

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

and Progress Software Corporation

8-K 9/9/2024 2.1

3.1 Certificate of Conversion from Non-Delaware Corporation to Delaware Corporation

8-K 5/14/2015 3.1

3.2 Certificate of Incorporation

8-K 5/14/2015 3.2

3.2.1 Certificate of Correction to Certification of Incorporation

3.3 Amended and Restated By-Laws, as amended March 19, 2019 (9)

10-K 1/29/2016 3.2.1

3.3 Amended and Restated By-Laws, as amended January 14, 2025

4.1 Specimen certificate for the Common Stock

10-K 1/30/2012 4.1

4.2 Description of Registered Securities

10-K 1/27/2020 4.2

4.3 Indenture, dated as of April 13, 2021, between Progress Software Corporation and U.S.

Bank National Association, as trustee

8-K 4/13/2021 4.1

4.4 Form of 1.00% Convertible Senior Note due 2026 (included as Exhibit A in Exhibit 4.3)

8-K 4/13/2021 4.1

4.5 Indenture, dated as of March 1, 2024, between Progress Software Corporation and U.S.

Bank Trust Company, National Association, as trustee

8-K 3/1/2024 4.1

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed Herewith

4.6 Form of 3.50% Convertible Senior Note due 2030 (included as Exhibit A in Exhibit 4.5)

8-K 3/1/2024 4.1

10.1** 2002 Nonqualified Stock Plan, as amended and restated

10-K 1/29/2016 10.5

10.2** 2004 Inducement Stock Plan, as amended and restated

10-K 1/29/2016 10.6

10.3** Progress Software Corporation 1991 Employee Stock Purchase Plan, as amended and restated

DEF 14A 3/29/2023 Appendix B

10.4** Progress Software Corporation 2008 Stock Option and Incentive Plan, as amended and restated

DEF 14A 3/27/2024 Appendix A

10.5** Form of Notice of Grant of Stock Options and Grant Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan

10-K 1/29/2014 10.9

10.6** Progress Software Corporation Corporate Executive Bonus Plan

10-K 1/29/2013 10.10

10.7** Progress Software Corporation Compensation Program for Non-Employee Directors

10.8** Form of Performance-Based Stock Unit Agreement under the Amended and Restated Progress Software Corporation 2008 Stock Option and Incentive Plan

10-K 1/26/2024 10.7

10.9** Form of Deferred Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan

10-K 1/29/2014 10.12

10.10** Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Progress Software Corporation 2008 Stock Option and Incentive Plan (Initial Grant)

10-K 1/29/2014 10.13

10.11** Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Progress Software Corporation 2008 Stock Option and Incentive Plan (Annual Grant)

10-K 1/29/2014 10.14

10.12** Form of Restricted Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan

10-K 1/29/2015 10.15

10.13** Employment Agreement, dated October 10, 2016, by and between Progress Software Corporation and Yogesh Gupta

8-K 10/14/2016 10.1

10.14** Employee Retention and Motivation Agreement, dated as of October 10, 2016, by and between Progress Software Corporation and Yogesh Gupta

8-K 10/14/2016 10.2

10.15** Employment Agreement, dated January 16, 2020, by and between Progress Software Corporation and Anthony Folger

8-K 1/17/2020 10.1

10.16** Form of Employee Retention and Motivation Agreement (Amended and Restated as of January 9, 2023)

10-K 1/26/2024 10.15

10.17** Form of Termination Letter (Executive Officers)

10-K 1/27/2020 10.21

10.18** Form of Separation Agreement and Release (Executive Officers)

10-K 1/27/2020 10.22

10.19 Form of 2021 Capped Call Confirmation

10.19* Third Amended and Restated Credit Agreement, dated as of January 25, 2022, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A.

and Citizens Bank, N.A., as Syndication Agents, and Bank of America, N.A., Citibank, N.A., PNC Bank, National Association, Silicon Valley Bank and TD Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger ( 29 )

8-K 4/13/2021 10.1

10.20 Form of 2024 Capped Call Confirmation

8-K 3/1/2024 10.1

10.21* 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

8-K 3/8/2024 10.1

19.1 Insider Trading Policy

21.1 List of Subsidiaries of the Registrant

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed Herewith

23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

2 unchanged sentences

32.1† Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 Progress Corporation Clawback Policy

97 Progress Software Corporation Clawback Policy

10-K 1/26/2024 97

101*** The following materials from Progress Software Corporation’s Annual Report on Form 10-K for the year ended November 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets as of November 30, 2023 and 2022, (ii) Consolidated Statements of Income for the years ended November 30, 2023, 2022 and 2021, (iii) Consolidated Statements of Comprehensive Income for the years ended November 30, 2023, 2022 and 2021, (iv) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2023, 2022 and 2021, and (v) Consolidated Statements of Cash Flows for the years ended November 30, 2023, 2022 and 2021.

(i) Consolidated Balance Sheets as of November 30, 2024 and 2023, (ii) Consolidated Statements of Operations for the years ended November 30, 2024, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income for the years ended November 30, 2024, 2023 and 2022, (iv) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2024, 2023 and 2022, and (v) Consolidated Statements of Cash Flows for the years ended November 30, 2024, 2023 and 2022.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1) Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 1, 2019.

(2) Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on September 9, 2020.

(3) Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed of September 27, 2021.

(4) Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on January 3, 2023.

(5) Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on May 14, 2015.

(6) Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 14, 2015.

(7) Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on May 14, 2015.

(8) Incorporated by reference to Exhibit 3.2.1 to our Annual Report on Form 10-K for the year ended November 30, 2015.

(9) Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2019.

(10) Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended November 30, 2011.

(11) Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the year ended November 30, 2019.

(12) Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on April 13, 2021.

(13) Incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the year ended November 30, 2015.

(14) Incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the year ended November 30, 2015.

(15) Incorporated by reference to Appendix B to our definitive Proxy Statement filed April 14, 2021.

(16) Incorporated by reference to Appendix A to our definitive Proxy Statement filed April 14, 2021.

(17) Incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the year ended November 30, 2013.

(18) Incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the year ended November 30, 2012.

(19) Incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the year ended November 30, 2013.

(20) Incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the year ended November 30, 2013.

(21) Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the year ended November 30, 2013.

(22) Incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended November 30, 2014.

(23) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 14, 2016.

(24) Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 14, 2016.

(25) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 17, 2020.

(26) Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the year ended November 30, 2019.

(27) Incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the year ended November 30, 2019.

(28) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 13, 2021.

(29) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 27, 2022.

* Certain schedules and exhibits have been omitted from this Exhibit pursuant to Item 601(a)(5) of Regulation S-K.

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*** Pursuant to Rule 406T of Regulations S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

† Furnished herewith.

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Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) 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, on the 26th day of January 2024.

PROGRESS SOFTWARE CORPORATION

23 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-K

Item 9A. Controls and Procedures