PROGRESS SOFTWARE CORP /MA
For the period ended Nov 30, 2025. Filed Jan 20, 2026.
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FY2025 · Filed Jan 20, 2026
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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 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:
| Name and Title | Character of Trading Arrangement1 | Date Adopted | Duration2 | Aggregate Number of Shares of Common Stock to be Sold Pursuant to Trading Arrangement |
|---|---|---|---|---|
| Ian Pitt, EVP & Chief Information Officer | Rule 10b5-1Trading Arrangement | October 30, 2025 | October 31, 2026 | Up to 11,1553 |
| Sundar Subramanian, EVP & GM, Infrastructure Management | Rule 10b5-1Trading Arrangement | October 27, 2025 | August 31, 2026 | Up to 46,4544 |
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.
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.
Includes: (i) 20,526 shares of our common stock; and (ii) 25,928 employee stock options expected to be exercised via same-day sale.
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