Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
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, 2025.
(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 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. Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2025. 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. Based on our assessment we believe that as of November 30, 2025, our internal control over financial reporting is effective based on those criteria.
Deloitte & Touche LLP, our independent registered public accounting firm, which audited our consolidated financial statements, has issued an attestation report on our internal control over financial reporting, which is included in this Item 9A below.
(c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended November 30, 2025 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
72
(d) Report of independent registered public accounting firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Progress Software Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Progress Software Corporation and subsidiaries (the "Company") as of November 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2025, 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, 2025, of the Company and our report dated January 20, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
January 20, 2026
73
Item 9B. Other Information
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 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
Rule 10b5-1
Trading Arrangement October 30, 2025 October 31, 2026 Up to 11,155 3
Sundar Subramanian, EVP & GM, Infrastructure Management
Rule 10b5-1
Trading Arrangement October 27, 2025 August 31, 2026 Up to 46,454 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) 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.
4. Includes: (i) 20,526 shares of our common stock; and (ii) 25,928 employee stock options expected to be exercised via same-day sale.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
74
Item 13. Certain Relationships and Related Transactions, and Director Independence
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
75
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents Filed as Part of this Report:
1. Financial Statements
Included in Part II, Item 8:
Page
Report Of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
35
Financial Statements:
Consolidated Balance Sheets as of November 30, 2025 and 2024
37
Consolidated Statements of Operations for the years ended November 30, 2025, 2024 and 2023
38
Consolidated Statements of Comprehensive Income for the years ended November 30, 2025, 2024 and 2023
39
Consolidated Statements of Stockholders ' Equity for the years ended November 30, 2025, 2024 and 2023
40
Consolidated Statements of Cash Flows for the years ended November 30, 2025, 2024 and 2023
41
Notes to Consolidated Financial Statements
43
2. Financial Statement Schedules
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.
(b) Exhibits
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.
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
10-K 1/29/2016 3.2.1
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
76
Incorporated by Reference
Exhibit Number Exhibit Description Form Filing Date Exhibit Filed Herewith
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
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** Progress Software Corporation 1991 Employee Stock Purchase Plan, as amended and restated
DEF 14A 3/29/2023 Appendix B
10.3** Progress Software Corporation 2008 Stock Option and Incentive Plan, as amended and restated
DEF 14A 3/27/2024 Appendix A
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)
X
10.5** Progress Software Corporation Corporate Executive Bonus Plan
10-K 1/29/2013 10.10
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-K 1/26/2024 10.7
10.8** Form of Deferred Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan
10-K 1/29/2014 10.12
10.9** 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
10.10** 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
10.11** Form of Restricted Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan
10-K 1/29/2015 10.15
10.12** Employment Agreement, dated October 10, 2016, by and between Progress Software Corporation and Yogesh Gupta
8-K 10/14/2016 10.1
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)
X
10.14** Employment Agreement, dated January 16, 2020, by and between Progress Software Corporation and Anthony Folger
8-K 1/17/2020 10.1
10.15** Form of Employee Retention and Motivation Agreement (Amended and Restated as of January 9, 2023)
10-K 1/26/2024 10.15
10.16** Form of Termination Letter (Executive Officers)
10-K 1/27/2020 10.21
10.17** Form of Separation Agreement and Release (Executive Officers)
10-K 1/27/2020 10.22
10.18 Form of 2021 Capped Call Confirmation
8-K 4/13/2021 10.1
10.19 Form of 2024 Capped Call Confirmation
8-K 3/1/2024 10.1
77
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
X
23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
X
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Yogesh Gupta
X
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Anthony Folger
X
32.1† Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of November 30, 2025 and 2024, (ii) Consolidated Statements of Operations for the years ended November 30, 2025, 2024, and 2023, (iii) Consolidated Statements of Comprehensive Income for the years ended November 30, 2025, 2024, and 2023, (iv) Consolidated Statements of Stockholders' Equity for the years ended November 30, 2025, 2024, and 2023, and (v) Consolidated Statements of Cash Flows for the years ended November 30, 2025, 2024, and 2023.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Certain schedules and exhibits have been omitted from this Exhibit pursuant to Item 601(a)(5) of Regulation S-K. Progress Software Corporation will furnish a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission or its staff upon request.
** Management contract or compensatory plan or arrangement in which an executive officer or director of Progress Software Corporation participates.
*** 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.
(c) Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown on the financial statements or notes hereto.
Item 16. Form 10-K Summary
None.
78
SIGNATURES
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 20st day of January 2026.
PROGRESS SOFTWARE CORPORATION
By: /s/ YOGESH K. GUPTA
Yogesh K. Gupta
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ YOGESH K. GUPTA President and Chief Executive Officer January 20, 2026
Yogesh K. Gupta (Principal Executive Officer)
/s/ ANTHONY FOLGER Executive Vice President and Chief Financial Officer January 20, 2026
Anthony Folger (Principal Financial Officer)
/s/ DOMENIC LOCOCO Chief Accounting Officer January 20, 2026
Domenic LoCoco (Principal Accounting Officer)
/s/ JOHN R. EGAN Non-Executive Chairman January 20, 2026
John R. Egan
/s/ PAUL T. DACIER Director January 20, 2026
Paul T. Dacier
/s/ RAINER GAWLICK Director January 20, 2026
Rainer Gawlick
/s/ CHARLES F. KANE Director January 20, 2026
Charles F. Kane
/s/ SAMSKRITI KING Director January 20, 2026
Samskriti King
/s/ DAVID A. KRALL Director January 20, 2026
David A. Krall
/s/ ANGELA TUCCI Director January 20, 2026
Angela Tucci
/s/ VIVIAN VITALE Director January 20, 2026
Vivian Vitale
79