Gupta Yogesh K 4

What Happened

• Yogesh K. Gupta, CEO of Progress Software (PRGS), had 59,230 performance-based restricted stock units (RSUs) vest on Feb 1, 2026. The RSUs converted one-for-one into common shares.
• The company withheld 28,638 of those shares to satisfy tax-withholding obligations at $40.57 per share, totaling $1,161,844. The net shares remaining to Gupta after withholding were 30,592 (59,230 vested − 28,638 withheld).
• These RSUs were originally granted Jan 19, 2023 under Progress’ 2022 Long Term Incentive Plan and vested based on performance criteria for the three-year period ending Nov 30, 2025.

Key Details

• Transaction date: Feb 1, 2026; Form filed Feb 3, 2026 (appears timely; Form 4 is generally due within two business days).
• Reported entries: two derivative-conversion (M) lines for 59,230 shares (conversion of RSUs) and one tax-withholding (F) line for 28,638 shares at $40.57/share (= $1,161,844).
• Net shares received after withholding: 30,592.
• Footnotes: F1 explains the RSU grant and vesting conditions; F2 confirms 1:1 RSU-to-share conversion; F3 explains the shares withheld to pay taxes.
• Shares owned after the transaction: not specified in the filing.

Context

• This is not an open-market purchase or sale signaling a sentiment change; it’s the routine vesting of performance-based RSUs with a cashless (share-withholding) method used to cover tax obligations.
• The filing includes a zero-dollar derivative line reflecting conversion mechanics common with RSU vesting; the economic effect is the vested shares and the withholding described above.