Progress Software Corp 2024年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended November 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from_______to_______. Commission File Number:0-19417 PROGRESS SOFTWARE CORPORATION 04-2746201 Delaware (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 15 Wayside Road, Suite 400, Burlington,Massachusetts (Address of principal executive offices)(Zip code) Registrant’s telephone number, including area code:(781) 280-4000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Title of each classTrading Symbol(s)Common Stock, $0.01 par value persharePRGSThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theExchange Act. Yes☐No☐ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☐No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,""accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ As of May 31, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), theaggregate market value of voting stock held by non-affiliates of the Registrant was approximately $2,148,000,000. As of January 14, 2025, there were 43,369,671 common shares outstanding. Documents Incorporated By ReferenceThe registrant incorporates by reference portions of its definitive Proxy Statement with respect to its 2025 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the endof its fiscal year, into Part III of this Annual Report on Form 10-K. FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2024 Item 1.Business4Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments19Item 1C.Cybersecurity19Item 2.Properties20Item 3.Legal Proceedings20Item 4.Mine Safety Disclosures21 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities21Item 6.[Reserved]22Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations22Item 7A.Quantitative and Qualitative Disclosures About Market Risk33Item 8.Financial Statements and Supplementary Data34Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure72Item 9A.Controls and Procedures72Item 9B.Other Information74Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections74 PART III Item 10