Progress Software Corp 2025年度报告

PROGRESS SOFTWARE CORPORATION(Exact name of registrant as specified in its charter) Registrant's telephone number, including area code:(781)280-4000 Trading Symbol(s)PRGS Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch 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, oran emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. Acceleratedfiler☐Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant recovery period 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). As of May 31, 2025 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of voting As of January15, 2026, there were 42,113,648 common shares outstanding. Documents Incorporated By Reference The registrant incorporates by reference portions of its definitive Proxy Statement with respect to its2026Annual Meeting of Stockholders, to befiled with the Securities and Exchange Commission within 120 days following the end of its fiscal year, into Part III of this Annual Report on Form10-K. FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2025 INDEX PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PART II Item5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesItem6.[Reserved]Item7.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Item10.Directors, Executive Officers and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem13.Certain Relationships and Related Transactions, and Director IndependenceItem14.Principal Accounting Fees and Services PART IV Item15.Exhibits, Financial Statement SchedulesItem16.Form 10-K SummarySignatures CAUTIONARY STATEMENTS This Annual Report on Form 10-K, and other information provided by us or statements made by our directors, officers or employeesfrom time to time, may contain information that are "forward-looking statements" within the meaning of Section 27A of the SecuritiesAct of 1933, as amended; Section 21E of the Securities Exchange Act of 1934, as amended; and the Private Securities LitigationReform Act of 1995. Statements contained in this Annual Report on Form 10-K other than statements of historical fact, includingstatements rega