PROGRESS SOFTWARE CORP /MA
For the period ended Aug 31, 2025. Filed Sep 29, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 31, 2025 · Filed Sep 29, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-05-31; filed 2025-06-30.
0000876167-25-000085
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2025-08-31; filed 2025-09-29.
0000876167-25-000143
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 13 previous paragraphs and 11 current paragraphs.
6 unchanged; 3 reworded; 2 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
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.
Removed paragraphs (4)
Previous report
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").
Previous report
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.
Previous report
Includes: (i) 6,529 shares of our common stock; (ii) all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of 8,041 Restricted Stock Units; and (iii) up to 6,000 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of a maximum of 50,574 Performance Stock Units.
Previous report
Includes: (i) 1,195 shares of our common stock; and (ii) 4,854 employee stock options expected to be exercised via same-day sale.
Reworded paragraphs (3)
Previous wording
Information related to the repurchases of our common stock by month in the second quarter of fiscal year 2025 is as follows:
Current wording
Information related to the repurchases of our common stock by month in the third quarter of fiscal year 2025 is as follows:
Previous wording
(1)On January 10, 2023, our Board of Directors increased the share repurchase authorization by 150.0 million, to an aggregate authorization of $228.0 million. As of May 31, 2025, there was $57.2 million remaining under this authorization.
Current wording
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. The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors, and the Board of Directors may choose to suspend, expand, or discontinue the repurchase program at any time.
Previous wording
During the second quarter of fiscal year 2025, none of our directors or officers informed us of theadoption ortermination 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:
Current wording
During the third quarter of fiscal year 2025, none of our directors or officers informed us of theadoption ortermination 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.