What changed in this filing

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Item 1. Financial Statements

2026-03-31 compared with 2025-09-29 · 151 added, 263 removed, 305 unchanged (58% of the section changed)

1 unchanged sentence

Condensed Consolidated Balance Sheets

(in thousands, except share data) August 31, 2025 November 30, 2024

(in thousands, except share data) February 28, 2026 November 30, 2025

Current assets:

15 unchanged sentences

Accounts payable $ 13,873 $ 15,934

Deferred revenue, current portion, net 298,716 332,142

Convertible senior notes, current portion, net 358,619 —

Accrued compensation and related payroll taxes 45,297 71,804

Deferred revenue, current portion 330,766 324,750

Convertible senior notes, current portion, net 359,723 359,163

Operating lease liabilities, current portion 8,811 8,490

1 unchanged sentence

Total current liabilities 788,121 809,734

Deferred revenue, non-current portion, net 82,346 72,270

Long-term debt 540,000 600,000

Convertible senior notes, non-current portion, net 441,664 441,186

Long-term debt, net 620,000 730,000

Operating lease liabilities, non-current portion 25,311 21,077

Deferred revenue, non-current portion 93,845 100,329

Deferred tax liabilities 1,178 1,158

14 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended Nine Months Ended

(in thousands, except per share data) August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Three Months Ended

(in thousands, except per share data) February 28, 2026 February 28, 2025

Software licenses $ 67,581 $ 58,445

31 unchanged sentences

Diluted 42,729 44,887

Cash dividends declared per common share $ — $ 0.175 $ — $ 0.525

See notes to unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended Nine Months Ended

(in thousands) August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Three Months Ended

(in thousands) February 28, 2026 February 28, 2025

Net income $ 22,813 $ 10,946

Other comprehensive income (loss), net of tax:

Other comprehensive income (loss):

Foreign currency translation adjustments 476 ( 1,412 )

Unrealized loss on hedging activity, net of tax benefit of $ 0 and $ 360 for the three and nine months ended August 31, 2024, respectively

— — — ( 1,135 )

Total other comprehensive income (loss), net of tax 654 2,084 3,788 ( 492 )

Comprehensive income $ 23,289 $ 9,534

1 unchanged sentence

Condensed Consolidated Statements of Stockholders' Equity

Nine Months Ended August 31, 2025

Three Months Ended February 28, 2026

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

3 unchanged sentences

Exercise of stock options 14 — 490 — — 490

Vesting of restricted stock units 477 5 ( 5 ) — — —

Withholding tax payments related to net issuance of RSUs ( 180 ) ( 2 ) ( 10,099 ) — — ( 10,101 )

Stock-based compensation — — 47,394 — — 47,394

Treasury stock repurchases and retirements, including excise tax ( 1,173 ) ( 12 ) ( 35,414 ) ( 29,742 ) — ( 65,168 )

Net income — — — 47,388 — 47,388

Other comprehensive income — — — — 3,788 3,788

Balance, August 31, 2025 42,905 $ 429 $ 371,623 $ 138,051 $ ( 32,421 ) $ 477,682

Three Months Ended August 31, 2025

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

(in thousands) Number of Shares Amount

Balance, June 1, 2025 43,101 $ 431 $ 362,091 $ 123,254 $ ( 33,075 ) $ 452,701

Issuance of stock under employee stock purchase plan 74 1 3,600 — — 3,601

Exercise of stock options 15 — 337 — — 337

Vesting of RSUs 218 2 ( 2 ) — — —

Withholding tax payments related to net issuance of RSUs ( 90 ) ( 1 ) ( 3,707 ) — — ( 3,708 )

Stock-based compensation — — 18,474 — — 18,474

Treasury stock repurchases and retirements, including excise tax ( 283 ) ( 3 ) ( 10,375 ) ( 4,616 ) — ( 14,994 )

Common stock repurchases and retirements ( 466 ) ( 4 ) ( 3,219 ) ( 17,178 ) — ( 20,401 )

Net income — — — 22,813 — 22,813

Other comprehensive income — — — — 476 476

Balance, August 31, 2025 42,905 $ 429 $ 371,623 $ 138,051 $ ( 32,421 ) $ 477,682

Nine Months Ended August 31, 2024

Balance, February 28, 2026 42,075 $ 421 $ 398,033 $ 133,008 $ ( 32,667 ) $ 498,795

Three Months Ended February 28, 2025

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

3 unchanged sentences

Exercise of stock options 37 — 1,470 — — 1,470

Vesting of restricted stock units 498 5 ( 5 ) — — —

Vesting of RSUs 187 2 ( 2 ) — — —

Withholding tax payments related to net issuance of RSUs ( 81 ) ( 1 ) ( 4,640 ) — — ( 4,641 )

Stock-based compensation — — 14,683 — — 14,683

Purchase of capped calls, net of tax — — ( 32,080 ) — — ( 32,080 )

Dividends declared — — — ( 23,861 ) — ( 23,861 )

Treasury stock repurchases and retirements ( 1,642 ) ( 16 ) ( 41,714 ) ( 45,047 ) — ( 86,777 )

Common stock repurchases and retirements ( 539 ) ( 5 ) ( 14,826 ) ( 15,352 ) — ( 30,183 )

Net income — — — 10,946 — 10,946

Other comprehensive loss — — — — ( 1,412 ) ( 1,412 )

Balance, August 31, 2024 42,899 $ 429 $ 338,594 $ 119,241 $ ( 32,652 ) $ 425,612

Three Months Ended August 31, 2024

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

(in thousands) Number of Shares Amount

Balance, June 1, 2024 43,063 $ 431 $ 330,382 $ 105,590 $ ( 34,736 ) $ 401,667

Issuance of stock under employee stock purchase plan 78 1 2,971 — — 2,972

Exercise of stock options 45 1 1,993 — — 1,994

Withholding tax payments related to net issuance of RSUs — ( 2 ) ( 33 ) — — ( 35 )

Stock-based compensation — — 10,558 — — 10,558

Dividends declared — — — ( 7,764 ) — ( 7,764 )

Treasury stock repurchases and retirements ( 287 ) ( 2 ) ( 7,277 ) ( 7,049 ) — ( 14,328 )

Net income — — — 28,464 — 28,464

Other comprehensive income — — — — 2,084 2,084

Balance, August 31, 2024 42,899 $ 429 $ 338,594 $ 119,241 $ ( 32,652 ) $ 425,612

Balance, February 28, 2025 43,022 $ 430 $ 353,039 $ 115,999 $ ( 37,621 ) $ 431,847

See notes to unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

(in thousands) August 31, 2025 August 31, 2024

Cash flows from operating activities:

Three Months Ended

(in thousands) February 28, 2026 February 28, 2025

Operating activities:

Net income $ 22,813 $ 10,946

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash flows provided by operating activities:

Depreciation and amortization of property and equipment 1,496 1,619

11 unchanged sentences

Income taxes payable ( 502 ) ( 260 )

Deferred revenue, net ( 30,952 ) ( 9,387 )

Net cash flows from operating activities 172,389 191,843

Net cash flows used in investing activities:

Deferred revenue ( 2,585 ) ( 3,640 )

Net cash flows provided by operating activities 98,626 68,947

Investing activities:

Purchases of property and equipment ( 2,705 ) ( 1,290 )

Payments for acquisitions, net of cash acquired ( 20,653 ) —

Payments for acquisitions — ( 1,195 )

Net cash flows used in investing activities ( 2,705 ) ( 2,485 )

Net cash flows used in financing activities:

Financing activities:

Proceeds from equity plans 5,436 6,238

Payments for taxes related to net share settlements of equity awards ( 3,708 ) ( 4,641 )

Repurchases of common stock, including excise tax ( 65,108 ) ( 86,777 )

Proceeds from issuance of senior convertible notes, net of issuance costs of $ 11,200

Purchase of capped calls — ( 42,210 )

Dividend equivalent and dividend payments to stockholders ( 654 ) ( 23,814 )

Repurchases of common stock ( 20,401 ) ( 30,108 )

Dividend equivalent payments to stockholders ( 204 ) ( 359 )

Repayment of revolving line of credit ( 60,000 ) ( 30,000 )

Principal payment on term loan — ( 261,250 )

Payment of credit facility debt issuance costs ( 5,961 ) ( 6,821 )

Net cash flows used in financing activities ( 78,877 ) ( 58,870 )

Effect of exchange rate changes on cash and cash equivalents 1,320 ( 1,508 )

Net (decrease) increase in cash and cash equivalents ( 19,069 ) 105,755

Net increase in cash and cash equivalents 18,364 6,084

Cash and cash equivalents, beginning of period 94,807 118,077

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows, continued

Nine Months Ended

(in thousands) August 31, 2025 August 31, 2024

Three Months Ended

(in thousands) February 28, 2026 February 28, 2025

Supplemental disclosure:

Cash paid for income taxes, net of refunds of $ 1,875 in 2025 and $ 2,242 in 2024

Cash paid for income taxes, net of refunds of $ 824 and $ 778 in 2026 and 2025, respectively

$ 4,171 $ 3,121

2 unchanged sentences

Total fair value of restricted stock awards, restricted stock units, and deferred stock units on date vested $ 9,009 $ 10,677

Dividends declared and unpaid $ — $ 8,423

Operating lease liabilities arising from obtaining right-of-use lease assets $ 6,269 $ 555

Contingent consideration payable in Nuclia acquisition $ 1,080 $ —

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies

Basis of Presentation

Company Overview - Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") provides software products that enable our customers to develop, deploy and manage responsible AI-powered applications and digital experiences.

Many of our products are sold as perpetual licenses, but certain products use term licensing models and our cloud-based offerings are marketed as software-as-a-service ("SaaS") offerings.

More than half of our worldwide license revenue is realized through relationships with indirect channel partners, principally independent software vendors ("ISVs"), original equipment manufacturers ("OEMs"), distributors and value-added resellers.

ISVs develop and market applications using our technology and resell our products in conjunction with sales of their own products that incorporate our technology.

OEMs are companies that embed our products into their own software products or devices.

Value-added resellers are companies that add features or services to our product, then resell it as an integrated product or complete "turn-key" solution.

In October 2024, we acquired ShareFile, a SaaS offering.

We operate in North America, Latin America, Europe, the Middle East and Africa ("EMEA"), and Asia and Australia ("Asia Pacific"), through local subsidiaries as well as independent distributors.

Basis of Presentation and Significant Accounting Policies - We prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission ("SEC") regarding interim financial reporting.

Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements and these unaudited financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, as filed with the SEC on January 21, 2025 (our "2024 Annual Report").

We made no material changes in the application of our significant accounting policies that were disclosed in our 2024 Annual Report.

We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our 2024 Annual Report, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented.

The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year.

Use of Estimates

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

On an on-going basis, management evaluates its estimates and records changes in estimates in the period in which they become known.

These estimates are based on historical data and experience, as well as various other assumptions that management believes to be reasonable under the circumstances.

The most significant estimates relate to revenue recognition, loss contingencies and the MOVEit Vulnerability (as defined herein), and business combinations.

Actual results could differ from those estimates.

The condensed consolidated financial statements of Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") included herein are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission ("SEC").

Certain information in the footnote disclosures of the financial statements has been condensed or omitted where it substantially duplicated information provided in the Company’s latest audited consolidated financial statements, in accordance with the rules and regulations of the SEC.

In our opinion, the financial statements include all adjustments of a normal recurring nature necessary for fair financial statement presentation.

Interim results are not necessarily indicative of the results to be expected for the full year ending November 30, 2026.

We have made estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying footnote disclosures.

Actual results could differ significantly from these estimates.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnote disclosures included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025, as filed with the SEC on January 20, 2026 (our "2025 Annual Report").

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

This update is effective beginning with the Company’s 2025 fiscal year annual reporting period.

The Company is currently evaluating the impact that the adoption of this standard and will include the additional disclosures in the financial statements for the fiscal year ending November 30, 2025.

In December 2023, the FASB issued Accounting Standards Update No.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

1 unchanged sentence

ASU 2023-09 is intended to improve the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for the Company beginning with the annual period ending November 30, 2026, allowing for adoption on a prospective basis or

a retrospective option.

Early adoption is permitted.

The adoption of this standard only impacts disclosures and is not expected to have a material impact on the Company's consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No.

ASU 2023-09 is effective for us beginning with the annual period ending November 30, 2026, allowing for adoption on a prospective basis or a retrospective option.

The adoption of this standard only impacts disclosures and is not expected to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) :

Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued Accounting Standards Update No.

Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued ASU No.

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

Both early adoption and retrospective application are permitted.

The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures.

In September 2025, the FASB issued Accounting Standards Update No.

We are currently evaluating the impact that the adoption of these standards will have on our consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06").

ASU 2025-06 modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development.

ASU 2025-06, which can be applied prospectively, retrospectively, or with a modified transition approach, is effective for the Company for annual reporting as well as interim period reporting beginning in fiscal year 2029.

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which modernizes the accounting for internal-use software.

ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use.

ASU 2025-06 will be effective for us in our first quarter of 2029, and may be adopted on a prospective basis, full retrospective basis, or modified prospective basis with a cumulative-effect adjustment through retained earnings.

Early adoption is permitted.

The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and disclosures.

We are currently evaluating the timing, method of adoption, and impact of ASU 2025-06 on our consolidated financial statements and disclosures.

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at August 31, 2025:

The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at February 28, 2026:

Fair Value Measurements Using

8 unchanged sentences

Foreign exchange derivatives $ ( 95 ) $ — $ ( 95 ) $ —

Contingent consideration $ ( 1,080 ) $ — $ — $ ( 1,080 )

When developing fair value estimates, we maximize the use of observable inputs and minimize the use of unobservable inputs.

2 unchanged sentences

If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings, and currency rates.

In certain cases,

where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument.

We classified contingent consideration related to the Nuclia acquisition, which occurred in the third fiscal quarter of 2025, within Level 3 of the fair value hierarchy because the fair value is derived using significant unobservable inputs.

We utilized the Monte Carlo simulation method to estimate the fair value of the contingent liability as of the reporting date.

Thousands of iterations of the simulation were performed using forecasted financial data to develop a distribution of future values which, in turn, provide indicated earn-out payments.

The total estimated fair value equals the sum of the average present values of the indicated earn-out payments.

The fair value of the contingent consideration will be remeasured each reporting period and any required adjustment will be recorded to acquisition-related expenses in our condensed consolidated statement of operations.

Business Combinations for additional details.

The following table reflects the activity for our contingent consideration obligation measured at fair value using Level 3 inputs for the nine months ended August 31, 2025:

In certain cases, where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument.

We classify contingent consideration related to the Nuclia acquisition, which occurred in the third fiscal quarter of 2025, within Level 3 of the fair value hierarchy because the fair value is derived using significant unobservable inputs.

We utilized the Monte Carlo simulation method to estimate the fair value of the contingent liability as of the acquisition date, and we have updated the fair value using an income approach in subsequent periods.

The fair value of the contingent consideration, which is primarily dependent on the revenue of the acquired business in fiscal 2026, is remeasured each reporting period, with adjustments to fair value recorded as acquisition-related expenses in our condensed consolidated statement of operations.

See Note 4, Business Combinations for additional details.

The following table reflects the activity for our contingent consideration obligation measured at fair value using Level 3 inputs for the three months ended February 28, 2026:

(in thousands)

Balance, December 1, 2025 $ ( 1,080 )

Acquisition date fair value of contingent consideration ( 1,080 )

Balance, August 31, 2025 $ ( 1,080 )

There were no transfers between levels of the fair value measurement hierarchy during the nine months ended August 31, 2025 and 2024.

Changes in fair value of contingent consideration —

Balance, February 28, 2026 $ ( 1,080 )

There were no transfers between levels of the fair value measurement hierarchy during the three months ended February 28, 2026 and 2025.

Assets and Liabilities Not Carried at Fair Value

1 unchanged sentence

The following table details the fair value and carrying value of our Convertible Senior Notes due 2026 and 2030 (together referred to as "the Notes"):

August 31, 2025 November 30, 2024

February 28, 2026 November 30, 2025

(in thousands) Carrying Value Fair Value Carrying Value Fair Value

4 unchanged sentences

Total $ 801,387 $ 810,509 $ 800,349 $ 809,595

(1) The carrying value of the convertible senior notes due 2026 (the "2026 Notes"), is reflected net of $ 1.4 million and $ 3.1 million of unamortized debt issuance costs as of August 31, 2025 and November 30, 2024, respectively.

(2) The carrying value of the convertible senior notes due 2030 (the "2030 Notes"), is reflected net of $ 9.3 million and $ 10.7 million of unamortized debt issuance costs as of August 31, 2025 and November 30, 2024, respectively.

(1) The carrying value of the convertible senior notes due 2026 (the "2026 Notes"), is reflected net of $ 0.3 million and $ 0.8 million of unamortized debt issuance costs as of February 28, 2026 and November 30, 2025, respectively.

(2) The carrying value of the convertible senior notes due 2030 (the "2030 Notes"), is reflected net of $ 8.3 million and $ 8.8 million of unamortized debt issuance costs as of February 28, 2026 and November 30, 2025, respectively.

The fair value of the Notes is based on quoted prices in an over-the-counter market on the last trading day of the reporting period and classified within Level 2 in the fair value hierarchy.

2 unchanged sentences

Borrowings under our revolving credit facility are recorded at carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments.

The Company considers this as a Level 2 input.

The Company considers this a Level 2 input.

Intangible Assets and Goodwill

1 unchanged sentence

Intangible assets are comprised of the following significant classes:

August 31, 2025 November 30, 2024

February 28, 2026 November 30, 2025

(in thousands) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value

3 unchanged sentences

Total $ 1,258,416 $ ( 708,656 ) $ 549,760 $ 1,258,416 $ ( 674,388 ) $ 584,028

In the three and nine months ended August 31, 2025, amortization expense related to intangible assets was $ 37.2 million and $ 110.0 million, respectively.

In the three and nine months ended August 31, 2024, amortization expense related to intangible assets was $ 20.1 million and $ 69.1 million, respectively.

Future amortization expense for intangible assets as of August 31, 2025, is as follows:

In the three months ended February 28, 2026 and 2025, amortization expense related to intangible assets was $ 34.4 million and $ 36.2 million, respectively.

Future amortization expense for intangible assets as of February 28, 2026, is as follows:

(in thousands)

2 unchanged sentences

Total $ 549,760

Changes in the carrying amount of goodwill in the nine months ended August 31, 2025 are as follows:

Changes in the carrying amount of goodwill in the three months ended February 28, 2026 are as follows:

(in thousands)

Balance, December 1, 2025 $ 1,309,054

Additions from business combinations (1)

Measurement period adjustments (2)

Translation adjustments 16

Balance, August 31, 2025

(1) The additions to goodwill during fiscal year 2025 are related to the acquisition of Nuclia.

Refer to Note 4:

Business Combinations for additional information.

(2) Represents measurement period adjustments related to ShareFile during fiscal year 2025.

Refer to Note 4:

Business Combinations for additional information.

Balance, February 28, 2026

Business Combinations

4 unchanged sentences

The fair value of the earn-out liability was determined to be $ 1.1 million as of the acquisition date.

Fair Value Measurements for additional details.

We have not disclosed the amount of revenues and earnings of Nuclia since acquisition, nor pro forma financial information, as those amounts are not significant to our condensed consolidated financial statements.

ShareFile Acquisition

On October 31, 2024, we completed the acquisition of ShareFile from Cloud Software Group, Inc.

and its subsidiaries for an aggregate purchase price of $ 875.0 million in cash, subject to a $ 25.0 million working capital credit and certain customary adjustments.

We funded the acquisition through $ 730.0 million in borrowings under our existing revolving credit facility and cash on hand.

Refer to Note 5:

Debt for further information.

The acquisition consideration for ShareFile has been preliminarily allocated to ShareFile’s assets and assumed liabilities based on estimated fair values.

The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions are subject to change as we obtain additional information for those estimates during the measurement period, which is up to one year from the acquisition date.

During the first quarter of fiscal year 2025, the Company identified measurement period adjustments that resulted in increases in goodwill totaling $ 1.6 million.

There were no measurement period adjustments identified in the second or third quarter of fiscal year 2025.

The preliminary allocation of the purchase price, including the measurement period adjustments, is as follows:

(in thousands) Initial Purchase Price Allocation Measurement Period Adjustments Adjusted Purchase Price Allocation Life

Net working capital $ 892 $ 940 $ 1,832

Property, plant and equipment 54 — 54

Purchased technology 119,000 — 119,000 7 years

Trade name 27,000 — 27,000 7 years

Customer relationships 319,000 ( 1,000 ) 318,000 7 years

Deferred taxes 23,456 ( 377 ) 23,079

Deferred revenue ( 96,159 ) — ( 96,159 )

Goodwill 459,459 1,632 461,091

Net assets acquired $ 852,702 $ 1,195 $ 853,897

The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value.

The cash flows are based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital.

The valuation assumptions take into consideration our estimates of customer attrition, technology obsolescence, and revenue growth projections.

We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill.

We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $ 461.1 million of goodwill, of which a portion is deductible for tax purposes.

Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred.

During the three and nine months ended August 31, 2025, we incurred approximately $ 0.1 million and $ 3.8 million, respectively, of acquisition-related costs, which are included in acquisition-related expenses on our condensed consolidated statement of operations.

The amount of revenue of ShareFile included in our condensed consolidated statement of operations during the three and nine months ended August 31, 2025, was $ 64.6 million and $ 194.1 million, respectively.

We determined that disclosing the amount of ShareFile related earnings included in the condensed consolidated statement of operations is impracticable, as certain operations of ShareFile were integrated into the operations of the Company from the date of acquisition.

In connection and concurrent with the ShareFile acquisition, we entered into a Transition Services Agreement ("TSA") with Cloud Software Group, Inc.

for a period of six months from the date of acquisition, with the option to extend the TSA beyond this period for certain services.

The TSA was terminated during the second quarter of fiscal year 2025 and expenses related to the TSA were not significant during the three and nine months ended August 31, 2025.

Pro Forma Information

The following pro forma financial information presents the combined results of operations of Progress and ShareFile as if the acquisition had occurred on December 1, 2022, after giving effect to certain pro forma adjustments.

The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the ShareFile acquisition and factually supportable.

These pro forma adjustments include:

(i) a net increase in amortization expense to record amortization expense relating to the $ 464.0 million of acquired identifiable intangible assets, (ii) an increase in interest expense to record interest for the periods presented as a result of drawing down our revolving line of credit in connection with the acquisition, (iii) an increase in acquisition-related expenses in connection with the acquisition that were not included in the purchase price, (iv) additional expense related to the TSA entered into between Progress and Cloud Software Group, Inc., and (v) the income tax effect of the adjustments made at the statutory tax rate of the U.S.

(approximately 24.0%).

The pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on December 1, 2022.

(in thousands, except per share data) Pro Forma Three Months Ended August 31, 2024

Revenue $ 240,872

Net income $ 20,082

Net income per basic share $ 0.47

Net income per diluted share $ 0.46

(in thousands, except per share data) Pro Forma Nine Months Ended August 31, 2024

Revenue $ 722,032

Net income $ 39,886

Net income per basic share $ 0.92

Net income per diluted share $ 0.90

As of August 31, 2025, we had the following debt obligations:

(in thousands) Outstanding Principal Unamortized Discount and Issuance Costs for the Notes Net Carrying Amount

Long-term debt:

3.5 % convertible senior notes due 2030

$ 450,000 $ ( 9,287 ) $ 440,713

Revolving credit facility 620,000 — 620,000

Total long-term debt 1,070,000 ( 9,287 ) 1,060,713

As of February 28, 2026 and November 30, 2025, we had the following debt obligations:

(in thousands) February 28, 2026 November 30, 2025

Current portion of long-term debt:

1 unchanged sentence

$ 360,000 $ 360,000

Total debt $ 1,430,000 $ ( 10,668 ) $ 1,419,332

As of November 30, 2024, we had the following debt obligations:

(in thousands) Outstanding Principal Unamortized Discount and Issuance Costs for the Notes Net Carrying Amount

Unamortized discount and issuance costs for the Notes ( 277 ) ( 837 )

Total current portion of long-term debt 359,723 359,163

Long-term debt:

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450,000 450,000

3.5 % convertible senior notes due 2030

450,000 ( 10,679 ) 439,321

Revolving credit facility (1)

540,000 600,000

Total face value of long-term debt 990,000 1,050,000

Unamortized discount and issuance costs for the Notes ( 8,336 ) ( 8,814 )

Total long-term debt 981,664 1,041,186

Total debt $ 1,341,387 $ 1,400,349

Credit Facility

On July 21, 2025, the Company entered into an amended and restated credit agreement (the "Credit Agreement") with certain lenders, which provides a $ 1.5 billion secured revolving credit facility (the "revolving credit facility").

The revolving credit facility has sublimits for swing line loans up to $ 25.0 million and for the issuance of standby letters of credit in a face amount up to $ 25.0 million.

The amount outstanding under our prior secured credit facility is now outstanding under the amended and restated credit facility.

Interest rates for the revolving credit facility are determined by reference to a Term Benchmark Rate or a base rate at our option and would range from 1.25 % to 2.50 % above the Term Benchmark Rate for Term Benchmark-based borrowings or from 0.25 % to 1.50 % above the defined base rate for base rate borrowings, in each case based upon our consolidated total net leverage ratio.

During the third fiscal quarter of 2025, we repaid $ 40.0 million on the revolving credit facility.

The interest rate as of August 31, 2025 was 6.32 %.

The revolving credit facility matures on the earlier of (i) July 21, 2030, and (ii) the date that is 91 days prior to the maturity date of our 2030 Notes subject to certain conditions as set forth in the Credit Agreement, including the repayment of the 2030 Notes, the refinancing of the 2030 Notes including a maturity date that is on or after October 21, 2030, and compliance with a liquidity test when all amounts outstanding will be due and payable in full.

Revolving loans may be borrowed, repaid and reborrowed until the maturity date, at which time all amounts outstanding must be repaid.

Accrued interest on the loans is payable quarterly in arrears.

As of August 31, 2025, there was $ 620.0 million outstanding under the revolving credit facility and $ 2.1 million of letters of credit.

Costs incurred to obtain the Credit Agreement of $ 6.2 million, along with $ 5.2 million of unamortized debt issuance costs related to the previous credit agreement, were recorded as debt issuance costs and will be amortized over the term of the debt agreement.

The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, grant liens, make investments, make acquisitions, incur indebtedness, merge or consolidate,

dispose of assets, pay dividends or make distributions, repurchase stock, change the nature of the business, enter into certain transactions with affiliates and enter into burdensome agreements, in each case subject to customary exceptions for a credit facility of this size and type.

We are also required to maintain compliance with a consolidated interest charge coverage ratio and a consolidated senior secured net leverage ratio.

(1) Unamortized debt issuance costs related to the revolving credit facility of $ 9.9 million and $ 10.4 million are included in other assets on the condensed consolidated balance sheets as of February 28, 2026 and November 30, 2025, respectively.

During the first fiscal quarter of 2026, we repaid $ 60.0 million on the revolving credit facility.

The interest rate as of February 28, 2026 was 5.42 %.

Common Stock Repurchases

In the three months ended August 31, 2025 and August 31, 2024, we repurchased and retired 0.3 million shares for $ 15.0 million and 0.3 million shares for $ 14.3 million, respectively.

In the nine months ended August 31, 2025 and August 31, 2024, we repurchased and retired 1.2 million shares for $ 65.1 million and 1.6 million shares for $ 86.8 million, respectively.

As of August 31, 2025, there was $ 42.2 million remaining under the current authorization.

On September 23, 2025, our Board of Directors increased the share repurchase authorization by $ 200.0 million to an aggregate authorization of $ 242.2 million.

During the three months ended February 28, 2026 and 2025, we repurchased and retired 0.5 million shares for $ 20.0 million and 0.5 million shares for $ 30.0 million, respectively.

As of February 28, 2026, there was $ 182.2 million remaining under the current authorization.

Stock-Based Compensation

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The vesting of LTIP awards is also subject to continued employment of the grantees through the performance period, except in the event of a qualifying termination.

In order to estimate the fair value of such awards, we use a Monte Carlo Simulation valuation model for the market condition portion of the award, and used the closing price of our common stock on the date of grant, less the present value of expected dividends when applicable, for the portion related to the performance condition.

The following table provides the classification of stock-based compensation as reflected on our condensed consolidated statements of operations:

Three Months Ended Nine Months Ended

(in thousands) August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model for the market condition portion of the award, and used the closing price of our common stock on the date of grant, less the present value of expected dividends when applicable, for the portion related to the performance condition.

The following table provides the classification of stock-based compensation as reflected in our condensed consolidated statements of operations:

Three Months Ended

(in thousands) February 28, 2026 February 28, 2025

Cost of maintenance, SaaS, and professional services $ 1,618 $ 1,195

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Information relating to revenue from external customers by revenue type is as follows:

Three Months Ended Nine Months Ended

(in thousands) August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Three Months Ended

(in thousands) February 28, 2026 February 28, 2025

Performance obligations transferred at a point in time:

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Information relating to revenue from external customers from different geographical areas is as follows:

Three Months Ended Nine Months Ended

(in thousands) August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Three Months Ended

(in thousands) February 28, 2026 February 28, 2025

North America $ 152,689 $ 154,646

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No single customer, partner, or country outside the U.S.

accounted for more than 10% of our total revenue for the three and nine months ended August 31, 2025 or August 31, 2024.

accounted for more than 10% of our total revenue for the three months ended February 28, 2026 or 2025.

Contract Balances

Unbilled Receivables and Contract Assets

As of August 31, 2025, billing of our non-current unbilled receivables is expected to occur as follows:

As of February 28, 2026, billing of our non-current unbilled receivables is expected to occur as follows:

(in thousands)

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Contract assets arise when revenue is recognized in excess of billings and the right to the amount due from customers is conditioned on something other than the passage of time, such as the completion of a related performance obligation.

We did not have any net contract assets as of August 31, 2025 or November 30, 2024.

We did not have any net contract assets as of February 28, 2026 or November 30, 2025.

Deferred Revenue

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Deferred revenue expected to be recognized as revenue more than one year subsequent to the balance sheet date is included in long-term liabilities on the condensed consolidated balance sheets.

Our net deferred revenue balance is primarily made up of deferred maintenance and deferred revenue related to our SaaS offerings.

As of August 31, 2025, the changes in net deferred revenue were as follows:

Our deferred revenue balance is primarily made up of deferred maintenance and deferred revenue related to our SaaS offerings.

As of February 28, 2026, the changes in deferred revenue were as follows:

(in thousands)

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Revenue recognized from current period arrangements ( 93,818 )

Balance, August 31, 2025 $ 381,062

Balance, February 28, 2026 $ 424,611

Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods.

As of August 31, 2025, transaction price allocated to remaining performance obligations was $ 592.3 million.

As of February 28, 2026, transaction price allocated to remaining performance obligations was $ 527.5 million.

We expect to recognize approximately 75 % of the revenue within the next year and the remainder thereafter.

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We determined that a three to five year product life represents the period of benefit that we receive from these incremental costs based on both qualitative and quantitative factors, which include customer contracts, industry norms, and product upgrades.

Total deferred contract costs were $ 5.8 million and $ 6.7 million as of August 31, 2025 and November 30, 2024, respectively, and are included in other current assets and other assets on our condensed consolidated balance sheets.

Amortization of deferred contract costs is included in sales and marketing expense on our condensed consolidated statement of operations and was minimal in all periods presented.

Total deferred contract costs were $ 6.2 million and $ 6.5 million as of February 28, 2026 and November 30, 2025, respectively, and are included in other current assets and other assets on our condensed consolidated balance sheets.

Amortization of deferred contract costs is included in sales and marketing expense on our condensed consolidated statements of operations and was insignificant in all periods presented.

Restructuring

The following table provides a summary of activity for our restructuring actions:

The following table provides a summary of activity for all of our restructuring actions:

(in thousands) Excess Facilities and Other Costs Employee Severance and Related Benefits Total

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Translation and other adjustments — 2 2

Balance, August 31, 2025 $ 3,201 $ 679 $ 3,880

Costs incurred during the three and nine months ended August 31, 2025 are primarily related to our restructuring action that commenced in fiscal year 2024, arising from the integration of the ShareFile business.

Balance, February 28, 2026 $ 2,178 $ 1,445 $ 3,623

Costs incurred during the three months ended February 28, 2026 are primarily related to our restructuring action that commenced in fiscal year 2025 to optimize efficiency and sustainability, while ensuring alignment with the company’s long-term financial objectives.

Cash disbursements for expenses incurred to date under this restructuring are expected to be made through the fourth quarter of fiscal year 2026.

The restructuring reserve is included in other accrued liabilities on the condensed consolidated balance sheet as of August 31, 2025.

The restructuring reserve is included in other accrued liabilities on the condensed consolidated balance sheet as of February 28, 2026.

We do not expect to incur additional material expenses in connection with this restructuring.

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The following table sets forth the calculation of basic and diluted earnings per share on an interim basis:

Three Months Ended Nine Months Ended

(in thousands, except per share data) August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

Three Months Ended

(in thousands, except per share data) February 28, 2026 February 28, 2025

Net income $ 22,813 $ 10,946

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Diluted $ 0.53 $ 0.24

We excluded stock awards representing approximately 844,000 and 672,000 shares of common stock, respectively, from the calculation of diluted earnings per share in the three and nine months ended August 31, 2025 as these awards were anti-dilutive.

We excluded stock awards representing approximately 560,000 and 849,000 shares of common stock, respectively, from the calculation of diluted earnings per share in the three and nine months ended August 31, 2024, as these awards were anti-dilutive.

We excluded stock awards representing approximately 3,486,000 and 397,000 shares of common stock, respectively, from the calculation of diluted earnings per share in the three months ended February 28, 2026 and 2025, respectively, as these awards were anti-dilutive.

The dilutive impact of the Notes on our calculation of diluted earnings per share is measured using the if-converted method.

However, because the principal amount of the Notes will be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any.

During the nine months ended August 31, 2025, we included the 2026 Notes in our diluted earnings per share calculation and we excluded the 2030 Notes in our diluted earnings per share calculation because the conversion feature in the 2030 Notes was out of the money.

During the three months ended August 31, 2025, we did not include the Notes in our diluted earnings per share calculation because the conversion feature in the Notes was out of the money.

During the three and nine months ended August 31, 2024, we did not include the Notes in our diluted earnings per share calculation because the conversion feature in the Notes was out of the money.

During the three months ended February 28, 2026, we excluded the Notes in our diluted earnings per share calculation because the conversion feature in the Notes was out of the money.

During the three months ended February 28, 2025, we included the 2026 Notes in our diluted earnings per share calculation and we excluded the 2030 Notes in our diluted earnings per share calculation because the conversion feature in the 2030 Notes was out of the money.

Segment Information

Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance.

Operating segments are components of an enterprise that engages in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance.

Our CODM is our Chief Executive Officer.

We operate as one operating segment:

software products for the development, deployment, and management of responsible, AI-powered applications and digital experiences.

Our CODM evaluates financial information on a consolidated basis.

We operate as one operating and reportable segment that is managed on a consolidated basis and derives substantially all of its revenue from the sale and support of one group of similar products and services, comprised of software products for the development, deployment, and management of responsible, AI-powered applications and digital experiences.

The accounting policies of the Company's operating segment are the same as those described in Note 1, Nature of Business and Summary of Significant Accounting Policies to our Consolidated Financial Statements in Item 8 of our 2025 Annual Report.

Our CODM does not receive profitability information at a lower level than consolidated results, and evaluates net income on a consolidated basis to set financial performance targets, assess performance, and make resource allocation decisions, primarily through comparison of actual results to forecasted results, year-over-year analysis, and review of historical performance trends.

The measure of segment assets is reported on the Company's consolidated balance sheets as total consolidated assets.

The Company's significant expenses and other segment items are provided in the table below:

Three Months Ended

(in thousands) February 28, 2026 February 28, 2025

$ 247,799 $ 238,015

Cost of revenue (1)

33,495 34,614

Sales and marketing (2)

47,914 48,264

Product development (2)

44,879 41,965

General and administrative (2)

19,326 19,577

Stock-based compensation

18,474 14,683

Amortization of intangibles

34,368 36,230

Other segment items, net (3)

26,530 31,736

$ 22,813 $ 10,946

(1) Excludes amortization of intangibles and stock-based compensation.

(2) Excludes stock-based compensation.

(3) Includes restructuring expenses, acquisition-related expenses, cyber vulnerability response expenses, net, interest expense, interest income and other, net, foreign currency loss, net, and provision for income taxes.

Cyber Related Matters

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As a result of the MOVEit Vulnerability, we are party to certain class action lawsuits filed by individuals who claim to have been impacted by the exfiltration of data from the environments of our MOVEit Transfer customers, which have been centralized in multi-district litigation in the District of Massachusetts (the "MDL").

The MDL remains in a relatively early litigation stage in which motions to dismiss were filed and partially granted in July 2025, resulting in the dismissal of approximately half of the pending claims.

Following the court’s ruling on the motions to dismiss, we filed a motion for reconsideration in which we asked the court to reconsider its ruling on some of the undismissed claims.

The MDL is not expected to conclude within this fiscal year.

We have also been cooperating with inquiries and investigations from various governmental authorities, none of which have, as of this filing, resulted in any prosecution or enforcement actions.

The MDL has also consolidated an insurance subrogation complaint (where an insurer is seeking recovery for expenses incurred on behalf of its insured in connection with the MOVEit Vulnerability) and, as of the date of this filing, one customer cross-claim.

The MDL remains in a relatively early stage and is not expected to conclude within the next twelve months.

Motions to dismiss were filed and partially granted in July 2025, then further partially granted in January 2026 in response to our motions for reconsideration.

In all, the court has dismissed, in whole or in part, 23 of the 33 claims asserted by the plaintiffs in the MDL.

As previously disclosed, we have also cooperated with inquiries and investigations from various governmental authorities, a number of which have been formally closed and, as of the date of this filing, have not resulted in any prosecution or enforcement actions.

Expenses Incurred and Future Costs

During the three and nine months ended August 31, 2025, we incurred net costs of approximately $ 0.7 million and $ 2.1 million, respectively, related to the MOVEit Vulnerability.

The costs recognized are net of insurance recoveries of $ 0.4 million and $ 1.7 million for the three and nine months ended August 31, 2025, respectively.

During the three and nine months ended August 31, 2024, we incurred net costs of approximately $ 0.9 million and $ 5.0 million, respectively, related to the MOVEit Vulnerability.

The costs recognized are net of insurance recoveries of $ 0.6 million and $ 2.5 million for th e three and nine months ended August 31, 2024, respectively.

During the three months ended February 28, 2026 and 2025, we incurred net costs of approximately $ 1.4 million and $ 0.7 million, respectively, related to the MOVEit Vulnerability.

The costs recognized are net of insurance recoveries of $ 0.9 million and $ 0.7 million for the three months ended February 28, 2026 and 2025, respectively.

The timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses.

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Furthermore, with respect to the MDL, the proceedings remain in the early stages, alleged damages have not been specified, there is uncertainty as to the likelihood of a class or classes being certified or the ultimate size of any class if certified, and there are significant factual and legal issues to be resolved.

Also, each of the governmental inquiries and investigations mentioned above could result in adverse judgments, settlements, fines, penalties, or other resolutions, the amount, scope and timing of which could be material, but of which we are currently unable to reasonably estimate.

Therefore, we have not recorded a loss contingency liability for the MOVEit Vulnerability as of August 31, 2025.

With respect to the governmental inquiries and investigations, we are currently unable to reasonably estimate any possible adverse judgments, settlements, fines, or penalties.

Therefore, we have not recorded a loss contingency liability for the MOVEit Vulnerability as of February 28, 2026.

Insurance Coverage

During the period when the MOVEit Vulnerability occurred, we maintained $ 15.0 million of cybersecurity insurance coverage, which is expected to reduce our exposure to expenses and liabilities arising from these events.

As of August 31, 2025, we have approximately $ 5.0 million of remaining cybersecurity insurance coverage under the applicable policy.

As of February 28, 2026, we have approximately $ 3.5 million of remaining cybersecurity insurance coverage under the applicable policy.

We will pursue recoveries to the maximum extent available under our insurance policies.

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 1. Financial Statements