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Item 9A. Controls and Procedures

2026-01-20 compared with 2025-01-21 · 36 added, 25 removed, 172 unchanged (26% of the section changed)

10 unchanged sentences

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, 2025, our internal control over financial reporting is effective based on those criteria.

9 unchanged sentences

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, 2025, of the Company and our report dated January 20, 2026, expressed an unqualified opinion on those financial statements.

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

18 unchanged sentences

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.

During 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 incorporated by reference as Exhibit 10.4.

On November 19, 2025, we entered into a new Employee Retention and Motivation Agreement (the "ERMA") with our Chief Executive Officer in order to extend the term of the ERMA through the duration of his employment and make certain other administrative updates, a copy of which is attached hereto as Exhibit 10.13.

(b) Insider Adoption or Termination of Trading Arrangements

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.

During the fourth 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

Ian Pitt, EVP & Chief Information Officer

Trading Arrangement October 30, 2025 October 31, 2026 Up to 11,155 3

Sundar Subramanian, EVP & GM, Infrastructure Management

Trading Arrangement October 27, 2025 August 31, 2026 Up to 46,454 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) 855 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 3,491 Restricted Stock Units;

and (iii) 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 13,618 Performance Stock Units.

(i) 20,526 shares of our common stock;

and (ii) 25,928 employee stock options expected to be exercised via same-day sale.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

11 unchanged sentences

Exhibits and Financial Statement Schedules

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

Financial Statements (included in Part II, Item 8 of this Annual Report on Form 10-K):

(a) Documents Filed as Part of this Report:

Financial Statements

Included in Part II, Item 8:

Report Of Independent Registered Public Accounting Firm (PCAOB ID No.

Financial Statements:

Consolidated Balance Sheets as of November 30, 2025 and 2024

5 unchanged sentences

Financial Statement Schedules

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

All schedules are omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein or not present in amounts sufficient to require submission of the schedule.

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.

13 unchanged sentences

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

10-K 1/21/2025 3.3

4.1 Specimen certificate for the Common Stock

10-K 1/30/2012 4.1

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed Herewith

4.2 Description of Registered Securities

8 unchanged sentences

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)

2 unchanged sentences

10-K 1/29/2016 10.5

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

10-K 1/29/2016 10.6

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

2 unchanged sentences

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

10.4** Form of Notice of Grant of Stock Options and Grant Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (supersedes agreement filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2024)

10.5** Progress Software Corporation Corporate Executive Bonus Plan

1 unchanged sentence

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

10-K 1/21/2025 10.7

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

10 unchanged sentences

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

10.13** Employee Retention and Motivation Agreement, dated as of November 19, 2025, by and between Progress Software Corporation and Yogesh Gupta (supersedes agreement filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2024)

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

10 unchanged sentences

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

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed Herewith

10.2 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 7/22/2025 10.1

19.1 Insider Trading Policy

10-K 1/21/2025 19.1

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

42 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