What changed in this filing

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Item 5. Other Information

2025-09-29 compared with 2025-06-30 · 18 added, 30 removed, 21 unchanged (70% of the section changed)

Other Information

Stock Option Grant Agreement

During the third quarter of fiscal year 2025, in order to make certain administrative updates, we adopted a new Form of Notice of Grant of Stock Options and Grant Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan, a copy of which is filed herewith as Exhibit 10.2.

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

Trading Arrangement April 8, 2025 February 28, 2026 Up to 20,570 3

Yogesh Gupta ,

President & Chief Executive Officer

Trading Arrangement May 13, 2025 August 15, 2026 Up to 83,586

Domenic LoCoco ,

SVP, Chief Accounting Officer

Trading Arrangement May 12, 2025 November 30, 2026 Up to 6,049 4

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) 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.

(i) 1,195 shares of our common stock;

and (ii) 4,854 employee stock options expected to be exercised via same-day sale.

During the third 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.

The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q:

1 unchanged sentence

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed Herewith

10.1 Fifth Amended and Restated Credit Agreement, dated as of July 21, 2025, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A.

and Wells Fargo Bank, N.A., as Syndication Agents, Bank of America, N.A., PNC Bank, National Association, TD Bank, N.A., Citizens Bank N.A.

and First-Citizens Bank & Trust Company, as Documentation Agents, JPMorgan Chase Bank, N.A., Citibank, N.A.

and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, and BofA Securities, Inc., PNC Bank, National Association and TD Bank, N.A., as Joint Lead Arrangers

8-K 7/22/25 10.1

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

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 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;

101* The following materials from Progress Software Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended August 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of August 31, 2025 and November 30, 2024;

(ii) Condensed Consolidated Statements of Operations for the three and nine months ended August 31, 2025 and 2024;

(iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended August 31, 2025 and 2024;

(iv) Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended August 31, 2025 and 2024;

(v) Condensed Consolidated Statements of Cash Flows for the nine months ended August 31, 2025 and 2024;

and (vi) Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

PROGRESS SOFTWARE CORPORATION

June 30, 2025 /s/ YOGESH K.

September 29, 2025 /s/ YOGESH K.

President and Chief Executive Officer

(Principal Executive Officer)

June 30, 2025 /s/ ANTHONY FOLGER

September 29, 2025 /s/ ANTHONY FOLGER

Anthony Folger

1 unchanged sentence

(Principal Financial Officer)

June 30, 2025 /s/ DOMENIC LOCOCO

September 29, 2025 /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