PRGS / Progress Software Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 July 22, 2025 (July 21, 2025) Date of Report (Date of earliest event reported) Progress Software Corporation PROGRESS SOFTWARE CORP /MA (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or othe

Progress Software Announces Amended Credit Facility New $1.5B facility will support continued growth and provide greater scale and flexibility

Exhibit 99.1 Progress Software Announces Amended Credit Facility New $1.5B facility will support continued growth and provide greater scale and flexibility Burlington, Mass.—July 22, 2025—Progress Software (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced that it has entered into a Fifth Amended and Restated Credit Agreement (the “Am

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 21, 2025 PROGRESS SOFTWARE CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and WELLS FARGO BANK, N.A., as Syndication

Exhibit 10.1 EXECUTION VERSION FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 21, 2025 among PROGRESS SOFTWARE CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and WELLS FARGO BANK, N.A., as Syndication Agents, and BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION, TD BANK, N.A., CITIZENS BANK N.A. and FIRST-CI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS SO

June 30, 2025 Q2 2025 Supplemental Information Progress Financial Results 2© 2025 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “for

q225supplementaldeck June 30, 2025 Q2 2025 Supplemental Information Progress Financial Results 2© 2025 Progress Software Corporation and/or its subsidiaries or affiliates.

P R E S S A N N O U N C E M E N T Progress Software Announces Second Quarter 2025 Financial Results Annualized Recurring Revenue ("ARR") of $838 million Grew 46% year-over-year Revenue of $237 million Grew 36% year-over-year Raises Full Year Guidance

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Software Announces Second Quarter 2025 Financial Results Annualized Recurring Revenue ("ARR") of $838 million Grew 46% year-over-year Revenue of $237 million Grew 36% year-over-year Raises Full Year Guidance for Revenue, Operating Margin, Earnings Per Share, and Cash Flow Acquires Agentic RAG AI Company BURLINGTON, Mass., June 30, 2025 (GLOBE

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 8, 2025 Date of Report (Date of earliest event reported) Progress Software Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 8, 2025 Date of Report (Date of earliest event reported) Progress Software Corporation PROGRESS SOFTWARE CORP /MA (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS On September 9, 2024, Progress Software Corporation (“Progress” or the “Company”) and Cloud Software Group, Inc. and its subsidiaries (“Cloud”) entered into a definitive agreement (the “Purchase Agreement”) for the sale of certain assets and liabilities that comprise the ShareFile Business (“ShareFile”). The transaction be

Filing Fee Table.

S-3ASR Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Progress Software Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2025 Financial Results Annualized Recurring Revenue ("ARR") of $836 million Grew 48% year-over-year Revenue of $238 million Grew 29% year-over-year ShareFile Integration Underway

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2025 Financial Results Annualized Recurring Revenue ("ARR") of $836 million Grew 48% year-over-year Revenue of $238 million Grew 29% year-over-year ShareFile Integration Underway BURLINGTON, Mass, March 31, 2025 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrast

Form of Subordinated Note Indenture between Progress Software Corporation and the trustee.

Exhibit 4.5 PROGRESS SOFTWARE CORPORATION as Issuer, and [Name of Trustee] as Trustee INDENTURE Dated as of Subordinated Securities Table of Contents Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 7 Section 1.03 Form of Documents Delivered to Trustee 8 Section 1.04 Acts of Holders; Record Dates 8

March 31, 2025 Q1 2025 Supplemental Information Progress Financial Results 2© 2025 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “fo

March 31, 2025 Q1 2025 Supplemental Information Progress Financial Results 2© 2025 Progress Software Corporation and/or its subsidiaries or affiliates.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organi

Form of Senior Note Indenture between Progress Software Corporation and U.S. Bank Trust Company, National Association, a national banking association, as trustee.

Exhibit 4.3 PROGRESS SOFTWARE CORPORATION as Issuer, and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of Senior Securities Table of Contents Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 7 Section 1.03 Form of Documents Delivered to Trustee 8 Section 1.04 Acts of H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRE

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 31, 2024 Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of in

Statement of Eligibility on Form T-1 of U.S. Bank Trust Company, National Association, a national banking association, to act as trustee under the Senior Note Indenture.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) x U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☒ Defin

Insider Trading Policy

Exhibit 19.1 PROGRESS SOFTWARE CORPORATION INSIDER TRADING POLICY Table of Contents Page Section 1. Individuals and entities subject to this Policy 1 Section 2. Trading in Company Securities While in Possession of Material Nonpublic Information is Prohibited 1 Section 3. Trades May Not Occur During Blackout Periods 2 Section 4. Covered Persons 2 Section 5. Trading in Other Public Companies’ Securi

P R E S S A N N O U N C E M E N T Progress Reports Fourth Quarter 2024 and Full Year Results Annualized Recurring Revenue grew 46% year-over-year 2024 Cash Flow from Operations $212 million vs. $174 million last year, 22% growth ShareFile Integration

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Reports Fourth Quarter 2024 and Full Year Results Annualized Recurring Revenue grew 46% year-over-year 2024 Cash Flow from Operations $212 million vs. $174 million last year, 22% growth ShareFile Integration Underway BURLINGTON, Mass, January 21, 2025 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of AI-powered digital experi

Progress Software Corporation Compensation Program for Non-Employee Directors

Exhibit 10.7 PROGRESS SOFTWARE CORPORATION COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS A.Amounts of Annual Compensation • Annual Board Retainer (cash): $50,000 • Additional Annual Non-Executive Chairman Retainer (cash): $75,000 • Committee fees (cash): Audit Committee: $25,000 for Chair $20,000 for Members Nominating and Corporate Governance Committee: $12,500 for Chair $10,000 for Members Com

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Progress Software Corporation Jurisdiction Name North America California Savvion, Inc. Canada Progress Software Corporation of Canada Ltd. Delaware Progress Software International LLC Delaware Progress Software Global Corporation Delaware Progress Software Denmark A/S Delaware Progress Software Germany GmbH Delaware Progress Federal Solutions, Inc. Delaware ShareFile,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-19417 PROGRESS SOFTWAR

Amended and Restated By-Laws, as amended January 14, 2025

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF PROGRESS SOFTWARE CORPORATION (A DELAWARE CORPORATION) (as amended January 14, 2025) Table of Contents Article I Offices 4 Section 1. Registered Office. 4 Section 2. Other Offices. 4 Article II Corporate Seal 4 Section 3. Corporate Seal. 4 Article III Stockholders' Meetings 4 Section 4. Place Of Meetings. 4 Section 5. Annual Meetings. 5 Section 6. Special

January 21, 2025 Q4 2024 and FY 2024 Supplemental Information Progress Financial Results 2© 2025 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statement

q424supplementaldeck January 21, 2025 Q4 2024 and FY 2024 Supplemental Information Progress Financial Results 2© 2025 Progress Software Corporation and/or its subsidiaries or affiliates.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 31, 2024 Progress Softwa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 31, 2024 Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or org

ShareFile Business of Cloud Software Group Holdings, Inc. Abbreviated Financial Statements As of and For the Nine Months Ended September 1, 2024, and Independent Auditor's Report SHAREFILE BUSINESS TABLE OF CONTENTS TO ABBREVIATED FINANCIAL STATEMENT

Exhibit 99.1 ShareFile Business of Cloud Software Group Holdings, Inc. Abbreviated Financial Statements As of and For the Nine Months Ended September 1, 2024, and Independent Auditor's Report SHAREFILE BUSINESS TABLE OF CONTENTS TO ABBREVIATED FINANCIAL STATEMENTS TABLE OF CONTENTS TO ABBREVIATED FINANCIAL STATEMENTS.................................................................................2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On September 9, 2024, Progress Software Corporation (“Progress” or the “Company”) and Cloud Software Group, Inc. and its subsidiaries (the “Seller” or “Cloud”) entered into a definitive agreement (the “Purchase Agreement”) for the sale of certain assets and liabilities that comprise the ShareFile Business (“ShareFile”). The

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 October 31, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation PROGRESS SOFTWARE CORP /MA (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdictio

Progress Completes Acquisition of ShareFile ShareFile’s AI-powered, document-centric collaboration platform expands Progress’ industry-leading product portfolio and marks a major milestone in the company’s Total Growth Strategy

Exhibit 99.1 FOR IMMEDIATE RELEASE Progress Completes Acquisition of ShareFile ShareFile’s AI-powered, document-centric collaboration platform expands Progress’ industry-leading product portfolio and marks a major milestone in the company’s Total Growth Strategy Burlington, Mass., October 31, 2024—Progress (Nasdaq: PRGS), the trusted provider of AI-powered infrastructure software, today announced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS

September 24, 2024 Progress Financial Results Q3 2024 Supplemental Data 2© 2024 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “forwa

September 24, 2024 Progress Financial Results Q3 2024 Supplemental Data 2© 2024 Progress Software Corporation and/or its subsidiaries or affiliates.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 24, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or org

P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2024 Financial Results Progress Q3'24 Tops High End of Estimates Expects to Close ShareFile Acquisition in Fiscal 2024

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2024 Financial Results Progress Q3'24 Tops High End of Estimates Expects to Close ShareFile Acquisition in Fiscal 2024 BURLINGTON, Mass, September 24, 2024 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of AI-powered infrastructure software, today announced financial results for its fiscal third quarte

Asset Purchase Agreement, dated as of September 9, 2024, by and between Cloud Software Group, Inc. and Progress Software Corporation

Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT by and between PROGRESS SOFTWARE CORPORATION and CLOUD SOFTWARE GROUP, INC. Dated as of September 9, 2024 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF THE PURCHASED ASSETS 13 Section 2.1 Sale of Purchased Assets 13 Section 2.2 Sale at Closing Date 15 Section 2.3 Assumed Liabilities and Excluded Liabilities 15

Progress to Acquire ShareFile Adds SaaS-native, AI-powered, document-centric collaboration platform to its robust enterprise software portfolio and continues to execute its Total Growth Strategy

Exhibit 99.1 Progress to Acquire ShareFile Adds SaaS-native, AI-powered, document-centric collaboration platform to its robust enterprise software portfolio and continues to execute its Total Growth Strategy BURLINGTON, Mass., Sept. 9, 2024 – Progress (Nasdaq: PRGS), the trusted provider of AI-powered infrastructure software, today announced it has entered into a definitive agreement to acquire Sh

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 9, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation PROGRESS SOFTWARE CORP /MA (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdicti

Yogesh Gupta Chief Executive Office September 9, 2024 Progress to Acquire ShareFile Supplemental Information

Exhibit 99.2 Yogesh Gupta Chief Executive Office September 9, 2024 Progress to Acquire ShareFile Supplemental Information 2 © 2024 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Important Information Note Regarding Forward - Looking Statements This slide presentation contains statements that are “forward - looking statements” within the meaning of Section

Progress Announces Conclusion of SEC Investigation into MOVEit

Exhibit 99.1 Progress Announces Conclusion of SEC Investigation into MOVEit BURLINGTON, Mass., Aug 7, 2024 - Progress (Nasdaq: PRGS), the trusted provider of AI-powered infrastructure software, today announced that the Securities and Exchange Commission’s Division of Enforcement (SEC) has concluded its fact-finding investigation into the MOVEit vulnerability. The SEC has notified Progress that it

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 August 6, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiz

As filed with the Securities and Exchange Commission on July 9, 2024

As filed with the Securities and Exchange Commission on July 9, 2024 Registration No.

As filed with the Securities and Exchange Commission on July 9, 2024

As filed with the Securities and Exchange Commission on July 9, 2024 Registration No.

As filed with the Securities and Exchange Commission on July 9, 2024

As filed with the Securities and Exchange Commission on July 9, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Progress Software Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS SO

P R E S S A N N O U N C E M E N T Progress Announces Second Quarter 2024 Financial Results Second Quarter Revenues and Earnings Per Share Ahead of Guidance Raising Full Year Revenue and Earnings Per Share Outlook

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Second Quarter 2024 Financial Results Second Quarter Revenues and Earnings Per Share Ahead of Guidance Raising Full Year Revenue and Earnings Per Share Outlook BURLINGTON, Mass, June 25, 2024 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of AI-powered infrastructure software, today announced financial results for i

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 25, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiza

June 25, 2024 Progress Financial Results Q2 2024 Supplemental Data 2© 2024 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “forward-lo

June 25, 2024 Progress Financial Results Q2 2024 Supplemental Data 2© 2024 Progress Software Corporation and/or its subsidiaries or affiliates.

FOIA Confidential Treatment requested by Progress Software Corporation pursuant to 17 C.F.R. § 200.83 Certain confidential information identified by “[***]” has been omitted.

FOIA Confidential Treatment requested by Progress Software Corporation pursuant to 17 C.

May 16, 2024

May 16, 2024 Chen Chen Kathleen Collins U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Progress Software Corporation Annual Report on Form 10-K for the fiscal year ended November 30, 2023 File No. 000-19417 Dear Ms. Chen and Ms. Collins: Reference is made to the comment letter dated May 6, 2024 (the “Commen

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 9, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation PROGRESS SOFTWARE CORP /MA (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of

FOIA Confidential Treatment requested by Progress Software Corporation pursuant to 17 C.F.R. § 200.83 Certain confidential information identified by “[***]” has been omitted.

FOIA Confidential Treatment requested by Progress Software Corporation pursuant to 17 C.

Compensation Program for Non-Employee Directors

PROGRESS SOFTWARE CORPORATION COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS A.Amounts of Annual Compensation • Annual Board Retainer (cash): $50,000 • Additional Annual Non-Executive Chairman Retainer (cash): $75,000 • Committee fees (cash): Audit Committee: $25,000 for Chair $20,000 for Members Nominating and Corporate Governance Committee: $12,500 for Chair $10,000 for Members Compensation Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRE

P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2024 Financial Results First Quarter Revenues and Earnings Per Share Ahead of Estimates

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2024 Financial Results First Quarter Revenues and Earnings Per Share Ahead of Estimates BURLINGTON, Mass, March 26, 2024 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal first quarter ended February 29, 2024. First Quarter 2024

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 26, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

DEFINITIVE PROXY STATEMENT

Progress Software Corporation 15 Wayside Road, Suite 400 Burlington, MA 01803 2024 Notice of Annual Meeting & Proxy StatementOur Values: ProgressPROUD Our values drive our everyday, keeping us connected, inspired and moving forward.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 26, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiz

March 26, 2024 Progress Financial Results Q1 2024 Supplemental Data 2© 2024 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “forward-l

March 26, 2024 Progress Financial Results Q1 2024 Supplemental Data 2© 2024 Progress Software Corporation and/or its subsidiaries or affiliates.

P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2024 Financial Results First Quarter Revenues and Earnings Per Share Ahead of Estimates

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2024 Financial Results First Quarter Revenues and Earnings Per Share Ahead of Estimates BURLINGTON, Mass, March 26, 2024 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal first quarter ended February 29, 2024. First Quarter 2024

March 15, 2024

March 15, 2024 Chen Chen Kathleen Collins U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Progress Software Corporation (the “Company”) Annual Report on Form 10-K for the fiscal year ended November 30, 2023 File No. 000-19417 Dear Ms. Chen and Ms. Collins: Reference is made to the comment letter dated March

Fourth Amended and Restated Credit Agreement, dated as of March 7, 2024, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Citibank, N.A. and Wells Fargo Bank, N.A., as Syndication Agents, Citizens Bank, N.A., PNC Bank, National Association, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, and TD Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A. and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers

EXECUTION VERSION FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 7, 2024 among PROGRESS SOFTWARE CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 7, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation PROGRESS SOFTWARE CORP /MA (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction o

New $900M facility provides liquidity and flexibility at greater scale

Progress Announces Amended Credit Facility March 7, 2024 New $900M facility provides liquidity and flexibility at greater scale BURLINGTON, Mass.

Indenture, dated as of March 1, 2024, between Progress Software Corporation and U.S. Bank, National Association, as trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 1, 2024, and incorporated herein by reference.

PROGRESS SOFTWARE CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 1, 2024 3.50% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 13 Section 1.03. Rules of Construction 13 Article 2. The Notes 14 Section 2.01. Form, Dating and Denom

Form of 2024 Capped Call Confirmation

[Dealer name and address] [], 2024 To: Progress Software Corporation 14 Oak Park Bedford, Massachusetts 01730 Attention: [·] Telephone No.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 1, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation PROGRESS SOFTWARE CORP /MA (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction o

Progress Software Announces Upsize and Pricing of Convertible Senior Notes Offering

Exhibit 99.1 Progress Software Announces Upsize and Pricing of Convertible Senior Notes Offering BURLINGTON, Mass., February 27, 2024 – Progress Software Corporation (NASDAQ: PRGS) (“Progress”) today announced the pricing of its private offering of $400.0 million aggregate principal amount of 3.50% Convertible Senior Notes due 2030 (the “Notes”) to persons reasonably believed to be qualified insti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 28, 2024 (February 27, 2024) Date of Report (Date of earliest event report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 28, 2024 (February 27, 2024) Date of Report (Date of earliest event reported) Progress Software Corporation PROGRESS SOFTWARE CORP /MA (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 26, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation PROGRESS SOFTWARE CORP /MA (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdicti

Progress Software Announces Proposed Convertible Senior Notes Offering

Exhibit 99.1 Progress Software Announces Proposed Convertible Senior Notes Offering BURLINGTON, Mass., February 26, 2024 – Progress Software Corporation (NASDAQ: PRGS) (“Progress”) today announced that it intends to offer, subject to market and other conditions, $350.0 million aggregate principal amount of Convertible Senior Notes due 2030 (the “Notes”), to be sold only to persons reasonably belie

PRGS / Progress Software Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01742-progresssoftwarecorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Progress Software Corp Title of Class of Securities: Common Stock CUSIP Number: 743312100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to

Form of Employee Retention and Motivation Agreement (Amended and Restated as of January 9, 2023)

Exhibit 10.15 EMPLOYEE RETENTION AND MOTIVATION AGREEMENT (Amended and Restated as of January 9, 2023) This agreement (the “Agreement”) is effective as of (the “Agreement Date”) by and between (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”). R E C I T A L S A.The Covered Person is being retained as an employee or officer of the Company in a role tha

Progress Corporation Clawback Policy

Exhibit 97 PROGRESS SOFTWARE CORPORATION POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-19417 PROGRESS SOFTWAR

Form of Performance-Based Stock Unit Agreement under the Amended and Restated Progress Software Corporation 2008 Stock Option and Incentive Plan

Exhibit 10.7 PROGRESS SOFTWARE CORPORATION Performance-Based Stock Unit Agreement Under The Amended and Restated Progress Software Corporation 2008 Stock Option and Incentive Plan Name of Grantee: This Notice of Award of Performance-Based Stock Units (“Notice”) evidences the award of performance-based stock units (each, a “PSU,” and collectively, the “PSUs”) of Progress Software Corporation, a Del

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Progress Software Corporation Jurisdiction Name North America California Savvion, Inc. Canada Progress Software Corporation of Canada Ltd. Canada MarkLogic Canada Ltd. Delaware Progress Software International LLC Delaware Progress Software Global Corporation Delaware Progress Software Denmark A/S Delaware Progress Software Germany GmbH Delaware MarkLogic Corporation De

Q4 2023 Supplemental Data January 16, 2024 Progress Financial Results 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “forward

Q4 2023 Supplemental Data January 16, 2024 Progress Financial Results 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates.

P R E S S A N N O U N C E M E N T Progress Reports 2023 Fiscal Fourth Quarter and Year End Results Fourth Quarter Revenues and Earnings Per Share Ahead of Estimates ARR Growth of 17% Year-over-Year

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Reports 2023 Fiscal Fourth Quarter and Year End Results Fourth Quarter Revenues and Earnings Per Share Ahead of Estimates ARR Growth of 17% Year-over-Year BURLINGTON, Mass, January 16, 2024 (GlobeNewswire) — Progress (NASDAQ: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal fourth quarte

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 16, 2024 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Progress Software Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS

P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2023 Financial Results Third Quarter Results Ahead of Estimates ARR Up 18%; Raises Full Year Outlook

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2023 Financial Results Third Quarter Results Ahead of Estimates ARR Up 18%; Raises Full Year Outlook BURLINGTON, Mass, September 26, 2023 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal third quarter ended August 31, 2023. Thir

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 26, 2023 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or org

Q3 2023 Supplemental Data September 26, 2023 Progress Financial Results 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “forwa

Q3 2023 Supplemental Data September 26, 2023 Progress Financial Results 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS SO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 29, 2023 Date of Report (Date of earliest event reported) Progress Software Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 29, 2023 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiza

P R E S S A N N O U N C E M E N T Progress Announces Second Quarter 2023 Financial Results Exceeds Q2 Revenue and Earnings Estimates ARR increases by 19%; Raises Full Year Guidance

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Second Quarter 2023 Financial Results Exceeds Q2 Revenue and Earnings Estimates ARR increases by 19%; Raises Full Year Guidance BURLINGTON, Mass, June 29, 2023 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal second quarter ended May 31, 2023

Q2 2023 Supplemental Data June 29, 2023 Progress Financial Results 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “forward-lo

q222supplementaldeck Q2 2023 Supplemental Data June 29, 2023 Progress Financial Results 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 30, 2023 Date of Report (Date of earliest event reported) Progress Software Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 30, 2023 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) Progress Software Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRE

2023 Fiscal Year Compensation Plan for Non-Employee Directors

Exhibit 10.1 PROGRESS SOFTWARE CORPORATION 2023 FISCAL YEAR COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS A.Amounts of 2023 Fiscal Year Compensation • Annual Board Retainer (cash): $50,000 • Additional Annual Non-Executive Chairman Retainer (cash): $75,000 • Committee fees (cash): Audit Committee: $25,000 for Chair $20,000 for Members Nominating and Corporate Governance Committee: $12,500 for Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 prgs4143681-def14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confident

DEFINITIVE PROXY STATEMENT

Progress Software Corporation 15 Wayside Road, Suite 400 Burlington, MA 01803 2023 Notice of Annual Meeting & Proxy StatementOur Values: ProgressPROUD Our values drive our everyday, keeping us connected, inspired and moving forward.

P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2023 Financial Results Revenue and Earnings Per Share Exceed Guidance ARR surges to $569M; MarkLogic Integration Underway

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2023 Financial Results Revenue and Earnings Per Share Exceed Guidance ARR surges to $569M; MarkLogic Integration Underway BURLINGTON, Mass, March 28, 2023 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal first quarter ended Febr

Q1 2023 Supplemental Data March 28, 2023 Progress Financial Results 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “forward-l

q123supplementaldeck Q1 2023 Supplemental Data March 28, 2023 Progress Financial Results 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 28, 2023 Date of Report (Date of earliest event reported) Progress Software C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 28, 2023 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 10, 2023 Date of Report (Date of earliest event reported) Progress Software C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 10, 2023 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiz

PRGS / Progress Software Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01713-progresssoftwarecorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Progress Software Corp. Title of Class of Securities: Common Stock CUSIP Number: 743312100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box t

Progress Completes Acquisition of MarkLogic Acquisition expands Progress’ industry-leading product portfolio and continues to deliver on Total Growth Strategy

Exhibit 99.1 Progress Completes Acquisition of MarkLogic Acquisition expands Progress’ industry-leading product portfolio and continues to deliver on Total Growth Strategy BURLINGTON, Mass., Feb. 7, 2023-Progress (NASDAQ: PRGS), the trusted provider of application development and infrastructure software, today announced the completion of the acquisition of MarkLogic, a leader in complex data and s

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 February 7, 2023 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Progress Software Corporation Jurisdiction Name North America California Savvion, Inc. Canada Progress Software Corporation of Canada Ltd. Delaware Progress Software International LLC Delaware Progress Software Global Corporation Delaware Progress Software Denmark A/S Delaware Progress Software Germany GmbH EMEA Austria Progress Software GesmbH Belgium Progress Softwar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-19417 PROGRESS SOFTWAR

Form of Performance-Based Stock Unit Agreement under the Amended and Restated Progress Software Corporation 2008 Stock Option and Incentive Plan

Exhibit 10.7 PROGRESS SOFTWARE CORPORATION Performance-Based Stock Unit Agreement Under The Amended and Restated Progress Software Corporation 2008 Stock Option and Incentive Plan Name of Grantee: This Notice of Award of Performance-Based Stock Units (“Notice”) evidences the award of performance-based stock units (each, a “PSU,” and collectively, the “PSUs”) of Progress Software Corporation, a Del

Form of Employee Retention and Motivation Agreement (Amended and Restated as of January 9, 2023)

Exhibit 10.15 EMPLOYEE RETENTION AND MOTIVATION AGREEMENT (Amended and Restated as of January 9, 2023) This agreement (the “Agreement”) is effective as of (the “Agreement Date”) by and between (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”). R E C I T A L S A.The Covered Person is being retained as an employee or officer of the Company in a role tha

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 17, 2023 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

January 17, 2023 Progress Financial Results Q4 2022 Supplemental Data 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation contains statements that are “forward

January 17, 2023 Progress Financial Results Q4 2022 Supplemental Data 2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates.

P R E S S A N N O U N C E M E N T Progress Reports 2022 Fiscal Fourth Quarter and Year End Results Q4 EPS Ahead of Guidance Definitive Agreement to Acquire MarkLogic Expected to Drive Significant Growth

EX-99.1 2 exhibit991-q42022earningsr.htm EX-99.1 Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Reports 2022 Fiscal Fourth Quarter and Year End Results Q4 EPS Ahead of Guidance Definitive Agreement to Acquire MarkLogic Expected to Drive Significant Growth BURLINGTON, Mass, January 17, 2023 (GlobeNewswire) — Progress (NASDAQ: PRGS), the trusted provider of infrastructure software, today an

Progress Announces Plans to Acquire MarkLogic Company adds powerful NoSQL database and semantic metadata management to its portfolio of industry-leading products and continues to deliver on Total Growth Strategy Announces strong preliminary fourth qu

Exhibit 99.1 Progress Announces Plans to Acquire MarkLogic Company adds powerful NoSQL database and semantic metadata management to its portfolio of industry-leading products and continues to deliver on Total Growth Strategy Announces strong preliminary fourth quarter 2022 financial results BURLINGTON, Mass, January 3, 2023 (GlobeNewswire) ? Progress (NASDAQ: PRGS), the trusted provider of applica

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 3, 2023 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organi

Stock Purchase Agreement, dated January 3, 2023, between Progress Software Corporation, Vector Maven Holdings, Inc., and Vector Maven Holdings, L.P. (4)

Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT among VECTOR MAVEN HOLDINGS, INC., VECTOR MAVEN HOLDINGS, L.P., and PROGRESS SOFTWARE CORPORATION Dated as of January 3, 2023 TABLE OF CONTENTS Page i ARTICLE I DEFINITIONS .......................................................................................................... 5 Section 1.1 Certain Defined Terms .............................

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 13, 2022 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 27, 2022 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or org

Progress Financial Results Q3 FY22 Supplemental Data September 27, 2022 2© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Safe Harbor This presentation contains statements that are “forward-looking stat

Progress Financial Results Q3 FY22 Supplemental Data September 27, 2022 2? 2022 Progress Software Corporation and/or its subsidiaries or affiliates.

P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2022 Financial Results Revenue and EPS Exceed Prior Guidance

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2022 Financial Results Revenue and EPS Exceed Prior Guidance BURLINGTON, Mass, September 27, 2022 (GlobeNewswire) ? Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal third quarter ended August 31, 2022. Third Quarter 2022 Highlights1: ?Revenue of

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 20, 2022 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or org

Progress Announces Appointment of YuFan Stephanie Wang to the Role of Chief Legal Officer September 26, 2022 BURLINGTON, Mass., Sept. 26, 2022 (GLOBE NEWSWIRE) -- Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announc

Progress Announces Appointment of YuFan Stephanie Wang to the Role of Chief Legal Officer September 26, 2022 BURLINGTON, Mass.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS SO

P R E S S A N N O U N C E M E N T Progress Announces Second Quarter 2022 Financial Results Revenue and EPS Exceed Prior Guidance

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Second Quarter 2022 Financial Results Revenue and EPS Exceed Prior Guidance BURLINGTON, Mass, June 28, 2022 (GlobeNewswire) ? Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal second quarter ended May 31, 2022. Second Quarter 2022 Highlights: ?Revenue of $148.7

June 28, 2022 Progress Financial Results Q2 FY22 Supplemental Data 2© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Safe Harbor This presentation contains statements that are “forward-looking statement

June 28, 2022 Progress Financial Results Q2 FY22 Supplemental Data 2? 2022 Progress Software Corporation and/or its subsidiaries or affiliates.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 28, 2022 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiza

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 12, 2022 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ???Preliminary Proxy Statement ???Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ??D

2022 Fiscal Year Compensation Plan for Non-Employee Directors

Exhibit 10.1 PROGRESS SOFTWARE CORPORATION 2022 FISCAL YEAR COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS A.Amounts of 2022 Fiscal Year Compensation ? Annual Board Retainer (cash): $50,000 ? Additional Annual Non-Executive Chairman Retainer (cash): $75,000 ? Committee fees (cash): Audit Committee: $25,000 for Chair $20,000 for Members Nominating and Corporate Governance Committee: $12,500 for Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-19417 PROGRESS SOFTW

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 29, 2022 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiz

March 29, 2022 Progress Financial Results Q1 2022 Supplemental Data 2© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Safe Harbor This presentation contains statements that are “forward-looking statemen

March 29, 2022 Progress Financial Results Q1 2022 Supplemental Data 2? 2022 Progress Software Corporation and/or its subsidiaries or affiliates.

P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2022 Financial Results Revenue and Earnings Per Share Exceed Guidance Ranges Full Year Guidance Increased for Revenue and Earnings Per Share

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2022 Financial Results Revenue and Earnings Per Share Exceed Guidance Ranges Full Year Guidance Increased for Revenue and Earnings Per Share BEDFORD, Mass, March 29, 2022 (GlobeNewswire) ? Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal first qu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 7, 2022 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiza

PRGS / Progress Software Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Progress Software Corp. Title of Class of Securities: Common Stock CUSIP Number: 743312100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Progress Announces Amended Credit Facility Amended facility expands liquidity, lowers costs and provides greater flexibility BEDFORD, Mass., Jan. 27, 2022 -- Progress (NASDAQ: PRGS), the leading provider of products to develop, deploy and manage high

Progress Announces Amended Credit Facility Amended facility expands liquidity, lowers costs and provides greater flexibility BEDFORD, Mass.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 25, 2022 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

Third Amended and Restated Credit Agreement, dated as of January 25, 2022, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and Citizens Bank, N.A., as Syndication Agents, and Bank of America, N.A., Citibank, N.A., PNC Bank, National Association, Silicon Valley Bank and TD Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger

US-DOCS\128290715.7 EXECUTION VERSION THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 25, 2022 among PROGRESS SOFTWARE CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, N.A. and CITIZENS BANK, N.A., as Syndication Agents, and BANK OF AMERICA, N.A., CITIBANK, N.A., PNC BANK, NATIONAL ASSOCIATION, SILICON VALLEY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-19417 PROGRESS SOFTWAR

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Progress Software Corporation Jurisdiction Name North America California Savvion, Inc. Canada Progress Software Corporation of Canada Ltd. Delaware Progress Software International LLC Delaware Progress Software Denmark A/S Delaware Progress Software Germany GmbH Delaware MPC Kappa Holdings, Inc. Delaware MPC Kappa Intermediate, Inc. Delaware Kemp Technologies, Inc. Del

P R E S S A N N O U N C E M E N T Progress Reports 2021 Fiscal Fourth Quarter and Year End Results Q4 and FY21 Revenue and EPS Significantly Ahead of Guidance Integration of Kemp On Target as Acquisition Drives Projected Fiscal 2022 Revenue Growth

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Reports 2021 Fiscal Fourth Quarter and Year End Results Q4 and FY21 Revenue and EPS Significantly Ahead of Guidance Integration of Kemp On Target as Acquisition Drives Projected Fiscal 2022 Revenue Growth BEDFORD, Mass, January 18, 2022 (GlobeNewswire) ? Progress (NASDAQ: PRGS), the leading provider of products to develop, deploy and manage h

January 18, 2022 Progress Financial Results Q4 2021 Supplemental Data 2© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Safe Harbor This presentation contains statements that are “forward-looking statem

January 18, 2022 Progress Financial Results Q4 2021 Supplemental Data 2? 2022 Progress Software Corporation and/or its subsidiaries or affiliates.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 18, 2022 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

ress Release dated November 1, 2021

Progress Completes Acquisition of Kemp November 1, 2021 BEDFORD, Mass., Nov. 01, 2021 (GLOBE NEWSWIRE) - Progress (NASDAQ: PRGS), the leading provider of products to develop, deploy and manage high-impact applications, today announced the completion of the acquisition of Kemp, the always-on application experience (AX) company that helps enterprises deliver, optimize and secure applications and net

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS

Progress Announces Acquisition of Kemp, Adding Application Experience to Industry-Leading Product Portfolio September 23, 2021 Progress continues to deliver on its total growth strategy with acquisition that meets its financial criteria, has compleme

Progress Announces Acquisition of Kemp, Adding Application Experience to Industry-Leading Product Portfolio September 23, 2021 Progress continues to deliver on its total growth strategy with acquisition that meets its financial criteria, has complementary products and a loyal customer base BEDFORD, Mass.

Stock Purchase Agreement, dated September 23, 2021, by and among Progress Software Corporation, MPC Kappa Holdings, Inc., the Sellers named therein and the Seller Representative (3)

Exhibit 2.1 EXECUTION COPY STOCK PURCHASE AGREEMENT BY AND AMONG PURCHASER, THE COMPANY, THE SELLERS AND THE SELLER REPRESENTATIVE (each as defined herein) DATED AS OF SEPTEMBER 23, 2021 TABLE OF CONTENTS Page ARTICLE I GLOSSARY OF DEFINED TERMS 1 1.1 Definitions 1 1.2 Additional Definitions 14 ARTICLE II SALE AND PURCHASE OF PURCHASED SHARES 16 2.1 Sale and Purchase of Purchased Shares 16 2.2 Pur

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 27, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or org

P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2021 Financial Results Q3 Revenue and EPS Significantly Ahead of Guidance Full Year 2021 Guidance Raised Again

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2021 Financial Results Q3 Revenue and EPS Significantly Ahead of Guidance Full Year 2021 Guidance Raised Again BEDFORD, Mass, September 23, 2021 (GlobeNewswire) ? Progress (NASDAQ: PRGS), the leading provider of products to develop, deploy and manage high-impact business applications, today announced financial results

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 23, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or org

Q3 2021 Supplemental Data Progress Financial Results 2© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Legal Notice This presentation contains statements that are “forward-looking statements” within the

Q3 2021 Supplemental Data Progress Financial Results 2? 2021 Progress Software Corporation and/or its subsidiaries or affiliates.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS SO

Amendment, dated as of April 7, 2021, among Progress Software Corporation, the Lenders listed on the signature pages thereof, and JPMorgan Chase Bank, N.A., as administrative agent, to that certain Second Amended and Restated Credit Agreement, dated as of April 30, 2019, among Progress Software Corporation, the Lenders listed on the signature pages thereof, and JPMorgan Chase Bank, N.A., as administrative agent

Execution Version AMENDMENT TO CREDIT AGREEMENT Amendment to Credit Agreement (this ?Amendment?), dated as of April 7, 2021, by and among Progress Software Corporation, a Delaware corporation (the ?Borrower?), the Lenders listed on the signature pages hereof, and JPMorgan Chase Bank, N.

As filed with the Securities and Exchange Commission on June 29, 2021

As filed with the Securities and Exchange Commission on June 29, 2021 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 24, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiza

Q2 2021 Supplemental Data Progress Financial Results 2© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Legal Notice This presentation contains statements that are “forward-looking statements” within the

Q2 2021 Supplemental Data Progress Financial Results 2? 2021 Progress Software Corporation and/or its subsidiaries or affiliates.

P R E S S A N N O U N C E M E N T Progress Announces Second Quarter 2021 Financial Results Q2 Revenue and Earnings Per Share Exceed Guidance Full Year Guidance Raised

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Second Quarter 2021 Financial Results Q2 Revenue and Earnings Per Share Exceed Guidance Full Year Guidance Raised BEDFORD, Mass, June 24, 2021 (GlobeNewswire) ? Progress (NASDAQ: PRGS), the leading provider of products to develop, deploy and manage high-impact business applications, today announced financial results for its fiscal s

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 19, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organizat

Progress Software Corporation 1991 Employee Stock Purchase Plan, as amended and restated, filed as Appendix B to the Registrant’s Proxy Statement for the Registrant’s 2021 Annual Meeting of Stockholders filed April 14, 2021, and incorporated herein by reference

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Indenture, dated as of April 13, 2021, between Progress Software Corporation and U.S. Bank, National Association, as trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 13, 2021, and incorporated herein by reference.

EXECUTION VERSION PROGRESS SOFTWARE CORPORATION and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 13, 2021 1.00% Convertible Senior Notes due 2026 - i - TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction ............................................................................... 1 Section 1.01. Definitions...............................................

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 April 13, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiz

Form of Capped Call Confirmation (28)

Execution Version [ ] April 8, 2021 To: Progress Software Corporation 14 Oak Park Bedford, Massachusetts 01730 Attention: Anthony Folger, CFO Telephone No.

Progress Software Announces Upsize and Pricing of Convertible Senior Notes Offering

99.1 Progress Software Announces Upsize and Pricing of Convertible Senior Notes Offering BEDFORD, Mass., April 8, 2021 – Progress Software Corporation (NASDAQ: PRGS) (“Progress”) today announced the pricing of its private offering of $325.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2026 (the “Notes”) to persons reasonably believed to be qualified institutional buyers

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 April 8, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiza

Progress Software Announces Proposed Convertible Senior Notes Offering BEDFORD, Mass., April 7, 2021 – Progress Software Corporation (NASDAQ: PRGS) (“Progress”) today announced that it intends to offer, subject to market and other conditions, $300.0

Progress Software Announces Proposed Convertible Senior Notes Offering BEDFORD, Mass.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 April 7, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiza

2021 Fiscal Year Compensation Plan for Non-Employee Directors

Exhibit 10.1 PROGRESS SOFTWARE CORPORATION 2021 FISCAL YEAR COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS A.Amounts of 2021 Fiscal Year Compensation ? Annual Board Retainer (cash): $50,000 ? Additional Annual Non-Executive Chairman Retainer (cash): $75,000 ? Committee fees (cash): Audit Committee: $25,000 for Chair $20,000 for Members Nominating and Corporate Governance Committee: $12,500 for Ch

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRE

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-19417 PROGRESS SOFTW

Q1 2021 Supplemental Data Progress Financial Results 2© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Legal Notice This presentation contains statements that are “forward-looking statements” within the

Q1 2021 Supplemental Data Progress Financial Results 2? 2021 Progress Software Corporation and/or its subsidiaries or affiliates.

P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2021 Financial Results Revenue and Earnings Per Share Exceed Guidance Ranges Full Year Guidance Increased for Revenue, Earnings Per Share and Free Cash Flow

EX-99.1 2 exhibit991-q12021earningsr.htm EX-99.1 Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces First Quarter 2021 Financial Results Revenue and Earnings Per Share Exceed Guidance Ranges Full Year Guidance Increased for Revenue, Earnings Per Share and Free Cash Flow BEDFORD, Mass, March 25, 2021 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of products to devel

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 25, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiz

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Progress Software Corp. Title of Class of Securities: Common Stock CUSIP Number: 743312100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

List of Subsidiaries of the Registrant

EX-21.1 2 q42020exhibit211.htm EX-21.1 Exhibit 21.1 Subsidiaries of Progress Software Corporation Jurisdiction Name North America California Savvion, Inc. Canada Progress Software Corporation of Canada Ltd. Delaware Apama Inc. Delaware Chef Software International, Inc. Delaware Progress Software International LLC Delaware Progress Software Denmark A/S Delaware Progress Software Germany GmbH EMEA A

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-19417 PROGRESS SOFTWAR

Q4 2020 Supplemental Data Progress Financial Results Exhibit 99.2 2© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Legal Notice This presentation contains statements that are “forward-looking statement

EX-99.2 3 a2020q4financialresults.htm EX-99.2 Q4 2020 Supplemental Data Progress Financial Results Exhibit 99.2 2© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Legal Notice This presentation contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the S

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 14, 2021 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

P R E S S A N N O U N C E M E N T Progress Reports 2020 Fiscal Fourth Quarter and Year End Results Solid Execution Drove Growth and Operating Leverage Acquisition of Chef Bolsters Position in DevOps Market and Drives Fiscal 2021 Revenue Growth

EX-99.1 2 exhibit991-q42020earningsr.htm EX-99.1 Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Reports 2020 Fiscal Fourth Quarter and Year End Results Solid Execution Drove Growth and Operating Leverage Acquisition of Chef Bolsters Position in DevOps Market and Drives Fiscal 2021 Revenue Growth BEDFORD, Mass, January 14, 2021 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provide

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0-19417 PROGRESS

Progress Completes Acquisition of Chef BEDFORD, MA—October 6, 2020—Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, today announced the completion of the acquisition of Chef Software, a glo

EX-99.1 2 progresschefclosing.htm EX-99.1 Progress Completes Acquisition of Chef BEDFORD, MA—October 6, 2020—Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, today announced the completion of the acquisition of Chef Software, a global leader in DevOps and DevSecOps, providing complete infrastructure automation to build, deploy, manage an

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 5, 2020 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 29, 2020 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or org

P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2020 Financial Results Revenue Above Top End of Guidance Range Pending Acquisition of Chef Supports Long-Term Growth Strategy

EX-99.1 2 exhibit991-q32020earni.htm EX-99.1 Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Third Quarter 2020 Financial Results Revenue Above Top End of Guidance Range Pending Acquisition of Chef Supports Long-Term Growth Strategy BEDFORD, MA, September 29, 2020 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of application development and digital experience tec

Progress Financial Results Q3 2020 Supplemental Data Legal Notice This presentation contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securiti

a2020-q3financialresults Progress Financial Results Q3 2020 Supplemental Data Legal Notice This presentation contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Agreement and Plan of Merger, dated September 4, 2020, by and among Progress Software Corporation, Go Big Transitory Subsidiary, Inc., Chef Software Inc. and Shareholder Representative Services LLC (2)

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among PROGRESS SOFTWARE CORPORATION GO BIG TRANSITORY SUBSIDIARY INC. CHEF SOFTWARE INC., and, SOLELY IN ITS CAPACITY AS COMPANY EQUITYHOLDER REPRESENTATIVE, SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of September 4, 2020 TABLE OF CONTENTS Page Article I THE MERGER 2 1.1 Effective Time of the Merger 2 1.2 Closing; Actions at t

Progress Announces Acquisition of Chef Acquisition aligns with strategy for accretive acquisition and extends product offerings in DevOps and DevSecOps with market-leading infrastructure automation

EX-99.1 3 chefpressrelease.htm EXHIBIT 99.1 Exhibit 99.1 Progress Announces Acquisition of Chef Acquisition aligns with strategy for accretive acquisition and extends product offerings in DevOps and DevSecOps with market-leading infrastructure automation BEDFORD, Mass., Sept. 8, 2020 - Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, tod

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2020 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or orga

Progress Q3 Preliminary Results and Chef Acquisition Supplemental Data Legal Notice This presentation contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 2

EX-99.3 3 a2020q3preliminaryresult.htm EXHIBIT 99.3 Progress Q3 Preliminary Results and Chef Acquisition Supplemental Data Legal Notice This presentation contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forwa

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 8, 2020 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or orga

P R E S S A N N O U N C E M E N T Progress Announces Preliminary Fiscal Third Quarter 2020 Financial Results and Updated Full Year 2020 Guidance

Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress Announces Preliminary Fiscal Third Quarter 2020 Financial Results and Updated Full Year 2020 Guidance BEDFORD, MA, September 8, 2020 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, today announced preliminary financial results for its fiscal third quarter ended Au

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0

Progress Financial Results Q2 2020 Supplemental Data Legal Notice This presentation contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securiti

a2020q2financialresults Progress Financial Results Q2 2020 Supplemental Data Legal Notice This presentation contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

P R E S S A N N O U N C E M E N T Progress 2020 Second Quarter Revenue Exceeds Guidance Increases 2020 Guidance for Revenue and Earnings Per Share

EX-99.1 2 exhibit991-q22020earni.htm EXHIBIT 99.1 Exhibit 99.1 P R E S S A N N O U N C E M E N T Progress 2020 Second Quarter Revenue Exceeds Guidance Increases 2020 Guidance for Revenue and Earnings Per Share BEDFORD, MA, June 25, 2020 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, today announced financial results f

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 June 25, 2020 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiza

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 May 14, 2020 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organizat

PRGS / Progress Software Corp. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Progress Software Corporation 2020 Fiscal Year Compensation Program for Non-Employee Directors (2

EX-10.1 2 exhibit101-q12020.htm EXHIBIT 10.1 Exhibit 10.1 PROGRESS SOFTWARE CORPORATION 2020 FISCAL YEAR COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS A. Amounts of 2020 Fiscal Year Compensation • Annual Board Retainer (cash): $50,000 • Additional Annual Non-Executive Chairman Retainer (cash): $50,000 • Committee fees (cash): Audit Committee: $25,000 for Chair $20,000 for Members Nominating and

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numb

PRGS / Progress Software Corp. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-19

PRGS / Progress Software Corp. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 26, 2020 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organiz

P R E S S A N N O U N C E M E N T

Exhibit 99.1 P R E S S A N N O U N C E M E N T Investor Contact: Press Contact: Brian Flanagan Erica McShane Progress Software Progress Software +1 781 280 4817 +1 888 365 2779 (x3135) [email protected] [email protected] Progress 2020 First Quarter Results Exceed Guidance BEDFORD, MA, March 26, 2020 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of application develop

PRGS / Progress Software Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Progress Software Corp Title of Class of Securities: Common Stock CUSIP Number: 743312100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

PRGS / Progress Software Corp. S-8 - - S-8

As filed with the Securities and Exchange Commission on January 27, 2020 Registration No.

Description of Registered Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of January 27, 2020, Progress Software Corporation has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Common Stock. Description of Common Stock The following description of our Common Sto

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Progress Software Corporation Jurisdiction Name North America California Savvion, Inc. Canada Progress Software Corporation of Canada Ltd. Delaware Apama Inc. Delaware DataRPM LLC Delaware Kinvey LLC Delaware Persistence Software LLC Delaware Progress Software International LLC Delaware Progress Software Denmark A/S Delaware Progress Software Germany GmbH Massachusetts

Form of Employee Retention and Motivation Agreement (effective after September 2014) (

Exhibit 10.20 EMPLOYEE RETENTION AND MOTIVATION AGREEMENT This agreement (the “Agreement”) is effective as of (the “Agreement Date”) by and between (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”). R E C I T A L S A.The Covered Person is being retained as an employee or officer of the Company in a role that is important to the continued conduct of th

Form of Termination Letter (Executive Officers)

Exhibit 10.21 [Date] Dear: The purpose of this letter is to confirm that your employment with Progress Software Corporation (the “Company”) will terminate on [] (the “Termination Date”). 1. Employment Termination Benefits Upon the Termination Date, you will be entitled to the following, subject to the terms and conditions of this letter: (a) Salary: The Company will issue a payment to you on the T

Form of Separation Agreement and Release (Executive Officers)

Exhibit 10.22 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AND RELEASE AGREEMENT (this "Agreement") is made as of [], between Progress Software Corporation, a Delaware corporation (the "Company"), and [] (the "Executive"). R E C I T A L S A.The Executive has served as the [] of the Company. B.The Company and the Executive have agreed that the employment of the Executive with the Company shall

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-19417 PROGRESS SOFTWAR

P R E S S A N N O U N C E M E N T

Exhibit 99.1 P R E S S A N N O U N C E M E N T Investor Contact: Press Contact: Brian Flanagan Erica McShane Progress Software Progress Software 1 781 280 4817 +1 888 365 2779 (x3135) [email protected] [email protected] Progress Software Chief Financial Officer Paul Jalbert to Retire; Former Carbonite CFO Anthony Folger To Be Appointed as New CFO BEDFORD, MA, January 16, 2020 (GlobeNe

Employee Retention and Motivation Agreement, effective January 31, 2020, by and between Progress Software Corporation and Anthony Folger

EX-10.2 3 finalerma.htm EXHIBIT 10.2 Exhibit 10.2 EMPLOYEE RETENTION AND MOTIVATION AGREEMENT (Amended and Restated as of December 31, 2008) This agreement (the “Agreement”) is effective as of January 31, 2020 (the “Agreement Date”) by and between Anthony Folger (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”). R E C I T A L S A.The Covered Person is

Employment Agreement, dated January 16, 2020, by and between Progress Software Corporation and Anthony Folger

EX-10.1 2 eafinal.htm EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 16th day of January 2020, between Progress Software Corporation, a Delaware corporation with a principal place of business at 14 Oak Park, Bedford, Massachusetts 01730 (the “Company"), and Anthony Folger, an individual residing at 4 Settlers Lane, Wenham, Massa

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 16, 2020 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

P R E S S A N N O U N C E M E N T

Exhibit 99.1 P R E S S A N N O U N C E M E N T Investor Contact: Press Contact: Brian Flanagan Erica McShane Progress Software Progress Software +1 781 280 4817 +1 888 365 2779 (x3135) [email protected] [email protected] Progress Reports 2019 Fiscal Fourth Quarter and Year End Results Exceeds Annual Guidance for Revenue, Achieves Record Cash Flows Board of Directors Increases Share Re

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 16, 2020 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 October 24, 2019 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organ

Progress Appoints Vivian Vitale to Board of Directors 30-year industry veteran becomes 9th board member; Brings expertise in talent acquisition and corporate growth-strategies

EX-99.1 2 vitaleboardappointment.htm EXHIBIT 99.1 Exhibit 99.1 Progress Appoints Vivian Vitale to Board of Directors 30-year industry veteran becomes 9th board member; Brings expertise in talent acquisition and corporate growth-strategies BEDFORD, Mass., October 30, 2019 - Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, today announced

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 October 4, 2019 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or organi

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number

P R E S S A N N O U N C E M E N T

EX-99.1 2 exhibit991-q32019earni.htm EXHIBIT 99.1 Exhibit 99.1 P R E S S A N N O U N C E M E N T Investor Contact: Press Contact: Brian Flanagan Erica McShane Progress Software Progress Software +1 781 280 4817 +1 888 365 2779 (x3135) [email protected] [email protected] Progress 2019 Third Quarter Results Exceed Guidance Raises Guidance for Operating Margin and Earnings per Share Anno

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 26, 2019 Date of Report (Date of earliest event reported) Progress Software Corporation (Exact name of registrant as specified in its charter) Delaware 0-19417 04-2746201 (State or other jurisdiction of incorporation or org

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined consolidated financial statements of Progress Software Corporation (the “Company” or “Progress”) and Ipswitch, Inc. (“Ipswitch”) have been prepared to give effect to the acquisition of Ipswitch by the Company, which was completed on April 30, 2019 (the “Acquisition”). T

IPSWITCH, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 Engineering Growth for More Than 30 Years Business Consulting | Financial Advisory | Strategic Intelligence To the Board of Directors Ipswitch, Inc. and Subsidiaries

ipswitch2018auditedfs IPSWITCH, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 Engineering Growth for More Than 30 Years Business Consulting | Financial Advisory | Strategic Intelligence To the Board of Directors Ipswitch, Inc. and Subsidiaries Burlington, Massachusetts INDEPENDENT AUDITORS' REPORT We have audited the accompanying consolidated financial statements of Ips

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 form8-ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2019 Progress Software Corporation (Exact name of registrant as specified in its charter) Commission file number: 0-19417 Delaware 04-2746201 (Stat

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0

Amended and Restated By-Laws, as amended March 19, 2019 (

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF PROGRESS SOFTWARE CORPORATION (A DELAWARE CORPORATION) (as amended March 19, 2019) ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS Section 4. Place Of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 4 Section 7. Notice O

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2019 Progress Software Corporation (Exact name of registrant as specified in its charter) Commission file number: 0-19417 Delaware 04-2746201 (State or other jurisdiction of

P R E S S A N N O U N C E M E N T

EX-99.1 2 exhibit991-q22019earningsr.htm EXHIBIT 99.1 Exhibit 99.1 P R E S S A N N O U N C E M E N T Investor Contact: Press Contact: Brian Flanagan Erica McShane Progress Software Progress Software +1 781 280 4817 +1 888 365 2779 (x3135) [email protected] [email protected] Progress 2019 Second Quarter Results Exceed Guidance Raises Guidance for Operating Margin and Earnings per Share

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2019 Progress Software Corporation (Exact name of registrant as specified in its charter) Commission file number: 0-19417 Delaware 04-2746201 (State or other jurisdiction of

Progress Announces the Appointment of Loren Jarrett to the Role of General Manager, Developer Tooling Seasoned veteran to drive strategic direction, go-to-market and growth opportunities for market leading developer tooling technology

EX-99.1 2 progresspressreleasexlore.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Progress Announces the Appointment of Loren Jarrett to the Role of General Manager, Developer Tooling Seasoned veteran to drive strategic direction, go-to-market and growth opportunities for market leading developer tooling technology BEDFORD, Mass.—June 24, 2019—Progress (NASDAQ: PRGS), the leading provider of

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2019 Progress Software Corporation (Exact name of registrant as specified in its charter) Commission file number: 0-19417 Delaware 04-2746201 (State or other jurisdiction of in

PRGS / Progress Software Corp. DEFA14A DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 Progress Software Corporation (Exact name of registrant as specified in its charter) Commission file number: 0-19417 Delaware 04-2746201 (State or other jurisdiction of

Second Amended and Restated Credit Agreement, dated as of April 30, 2019, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and Citizens Bank, N.A., as Syndication Agents, and Bank of America, N.A., Citibank, N.A., Silicon Valley Bank, Santander Bank, N.A. and TD Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger

Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 30, 2019 among PROGRESS SOFTWARE CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, N.A. and CITIZENS BANK, NATIONAL ASSOCIATION, as Syndication Agents, and BANK OF AMERICA, N.A., CITIBANK, N.A., SILICON VALLEY BANK, SANTANDER BANK, N.

P R E S S A N N O U N C E M E N T

Exhibit 99.1 P R E S S A N N O U N C E M E N T Investor Contact: Press Contact: Brian Flanagan Erica Burns Progress Software Progress Software 1 781 280 4817 +1 888 365 2779 (x3135) [email protected] [email protected] Progress Completes Acquisition of Ipswitch, Inc. BEDFORD, Mass.—May 1, 2019—Progress® (NASDAQ: PRGS), the leading provider of application development and digital experienc

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numb

2019 Fiscal Year Compensation Program for Non-Employee Directors

Exhibit 10.1 PROGRESS SOFTWARE CORPORATION 2019 FISCAL YEAR COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS A. Amounts of 2019 Fiscal Year Compensation • Annual Board Retainer (cash): $50,000 • Additional Annual Non-Executive Chairman Retainer (cash): $50,000 • Committee fees (cash): Audit Committee: $25,000 for Chair $20,000 for Members Nominating and Corporate Governance Committee: $12,500 for C

Stock Purchase Agreement, dated March 28, 2019, by and among Progress Software Corporation, Ipswitch, Inc. and Roger Greene (1)

EX-2.1 2 spa.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT by and among PROGRESS SOFTWARE CORPORATION, IPSWITCH, INC. AND ROGER GREENE Dated as of March 28, 2019 CONTENTS Page Article I. PURCHASE AND SALE 1 Section 1.01 Purchase and Sale 1 Section 1.02 Closing; Actions at the Closing 1 Section 1.03 Closing Payment Certificate; Closing Date Payments 1 Section 1.04 Escrow 2

P R E S S A N N O U N C E M E N T

Exhibit 99.1 P R E S S A N N O U N C E M E N T Investor Contact: Press Contact: Brian Flanagan Erica Burns Progress Software Progress Software +1 781 280 4817 +1 888 365 2779 (x3135) [email protected] [email protected] Progress to Acquire Ipswitch, Inc. Acquisition expected to be immediately accretive to non-GAAP earnings per share and cash flow Will bolster core offerings to small and

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2019 Progress Software Corporation (Exact name of registrant as specified in its charter) Commission file number: 0-19417 Delaware 04-2746201 (State or other jurisdiction of

PRGS / Progress Software Corp. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State

P R E S S A N N O U N C E M E N T

Exhibit 99.1 P R E S S A N N O U N C E M E N T Investor Contact: Press Contact: Brian Flanagan Erica Burns Progress Software Progress Software +1 781 280 4817 +1 888 365 2779 (x3135) [email protected] [email protected] Progress Reports 2019 Fiscal First Quarter Results Exceeds Guidance for Revenue and Earnings per Share Increases 2019 Guidance to Reflect Ipswitch Acquisition BEDFORD, MA