Ainsworth John 4

What Happened
John Ainsworth, EVP & GM, Application & Data Platform at Progress Software (PRGS), had 10,154 performance-based restricted stock units (RSUs) convert into common shares on February 1, 2026. Of those vested shares, the company withheld 4,504 shares to satisfy tax withholding obligations (valued at $40.57/share, total ~$182,727), leaving a net of 5,650 shares delivered to him.

Key Details

• Transaction date: February 1, 2026; Form 4 filed February 3, 2026 (appears timely).
• Vesting/Conversion: 10,154 RSUs converted to common stock (transaction code M) at $0 exercise price (RSUs convert one-for-one).
• Tax withholding: 4,504 shares were withheld by the company (transaction code F) at $40.57/share, totaling $182,727.
• Net shares retained by insider after withholding: 5,650 shares (10,154 - 4,504).
• Shares owned after transaction: Not reported in the provided filing excerpt.
• Footnotes: RSUs were granted Jan 19, 2023 and vested based on relative total shareholder return and cumulative operating income criteria for the three-year performance period ending Nov 30, 2025. The withholding represents shares retained by the company to pay the reporting person's tax obligations.

Context

• This was a performance-based RSU vesting event (an award), not an open-market purchase or voluntary sale. Such vesting is routine compensation and does not by itself signal a buy or sell decision by the insider.
• The withholding of shares to cover taxes is common practice (net share settlement) and is recorded as a disposition for tax purposes, even though the shares were not sold on the open market.