Item 5. Other Information
Item 5. Other Information
(c) Insider Adoption or Termination of Trading Arrangements
During the second quarter of fiscal year 2025, 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 April 8, 2025 February 28, 2026 Up to 20,570 3
Yogesh Gupta ,
President & Chief Executive Officer
Rule 10b5-1
Trading Arrangement May 13, 2025 August 15, 2026 Up to 83,586
Domenic LoCoco ,
SVP, Chief Accounting Officer
Rule 10b5-1
Trading Arrangement May 12, 2025 November 30, 2026 Up to 6,049 4
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) 6,529 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 8,041 Restricted Stock Units; and (iii) up to 6,000 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of a maximum of 50,574 Performance Stock Units.
4. Includes: (i) 1,195 shares of our common stock; and (ii) 4,854 employee stock options expected to be exercised via same-day sale.
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Item 6. Exhibits
The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q:
Incorporated by Reference
Exhibit Number Exhibit Description Form Filing Date Exhibit Filed Herewith
31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Yogesh K. Gupta
X
31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Anthony Folger
X
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 months ended May 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of May 31, 2025 and November 30, 2024; (ii) Condensed Consolidated Statements of Operations for the three and six months ended May 31, 2025 and 2024; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended May 31, 2025 and 2024; (iv) Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended May 31, 2025 and 2024; (v) Condensed Consolidated Statements of Cash Flows for the six months ended May 31, 2025 and 2024; and (vi) Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Furnished herewith
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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: June 30, 2025 /s/ YOGESH K. GUPTA
Yogesh K. Gupta
President and Chief Executive Officer
(Principal Executive Officer)
Dated: June 30, 2025 /s/ ANTHONY FOLGER
Anthony Folger
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Dated: June 30, 2025 /s/ DOMENIC LOCOCO
Domenic LoCoco
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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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.