FOLGER ANTHONY 4
4 · PROGRESS SOFTWARE CORP /MA · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Progress Software (PRGS) CFO Anthony Folger Exercises RSUs, Sells Shares
What Happened
- Anthony Folger, CFO of Progress Software (PRGS), had 22,000 performance-based restricted stock units vest on Feb 1, 2026 (converted 1-for-1 to common shares). The vested RSUs had no exercise price.
- To cover tax withholding, the company withheld 9,757 shares valued at $40.57 each (total value $395,841). Separately, Folger sold 6,000 shares in open-market transactions on Feb 3, 2026 for combined proceeds of about $240,014 (5,184 shares @ $39.88 = $206,738; 816 shares @ $40.78 = $33,276).
Key Details
- Transaction dates: RSU vesting/conversion and tax withholding on 2026-02-01; open-market sales on 2026-02-03. Form filed 2026-02-03 (appears timely).
- Codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld for taxes; S = open-market sale.
- Sale execution: Reported sales were made under a preexisting Rule 10b5-1 trading plan adopted 2025-04-08. The two sale rows reflect execution across multiple trades/price ranges (one tranche weighted avg $39.88, the other $40.78).
- Shares owned after transaction: Not specified in the provided Form 4 excerpt.
- Footnotes: Vesting resulted from performance criteria met for the 2022 Long Term Incentive Plan (grant dated 2023-01-19). RSUs convert 1-for-1. Reporting person will provide trade-by-trade details on request per footnotes.
Context
- This was primarily a vesting of performance RSUs (no cash exercise cost) with routine tax-withholding and some post-vesting open-market sales. Tax withholding (F) is a routine disposition and not an independent discretionary sale; the open-market sales (S) were executed under a preexisting 10b5-1 plan. These filings are factual records of conversion, withholding and sales and do not, by themselves, indicate the insider’s future view of the stock.
Insider Transaction Report
Form 4
FOLGER ANTHONY
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-01+22,000→ 64,559 total - Tax Payment
Common Stock
[F3]2026-02-01$40.57/sh−9,757$395,841→ 54,802 total - Sale
Common Stock
[F4][F5]2026-02-03$39.88/sh−5,184$206,738→ 49,618 total - Sale
Common Stock
[F4][F6]2026-02-03$40.78/sh−816$33,276→ 48,802 total - Exercise/Conversion
Restricted Stock Units
[F2][F1]2026-02-01−22,000→ 0 total→ Common Stock (22,000 underlying)
Footnotes (6)
- [F1]On January 19, 2023, the Reporting Person was granted 25,287 performance-based restricted stock units pursuant to Progress Software Corporation's (the "Company's") 2008 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan. Based on the Company meeting relative total shareholder return and cumulative operating income criteria over the three-year period ending November 30, 2025, the amount shown is the amount of performance-based restricted stock units that vested under the 2022 Long Term Incentive Plan on February 1, 2026.
- [F2]Restricted stock units convert into common stock on a one-for-one basis.
- [F3]Represents shares of common stock withheld by the Company to pay the tax withholding obligations of the Reporting Person upon the vesting of performance-based restricted stock units granted to the Reporting Person on January 19, 2023.
- [F4]The sale reported in this Form 4 was effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the Reporting Person on April 8, 2025, prior to the recent volatility in the Company's stock price and in compliance with all applicable laws and regulations. The sale is reported on two rows due to being executed in multiple trades across a price range that exceeded $1.
- [F5]This tranche of the sale was executed in multiple trades at prices ranging from $39.41 to $40.40 per share. The price reported represents the weighted average sale price of these trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
- [F6]This tranche of the sale was executed in multiple trades at prices ranging from $40.41 to $41.10 per share. The price reported represents the weighted average sale price of these trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
Signature
YuFan Stephanie Wang, Attorney-in-Fact|2026-02-03