FOLGER ANTHONY 4

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.