UNITED STATESSECURITIES 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 organization)(Commission file number)(I.R.S. Employer Identification No.)

15 Wayside Road, Suite 400
Burlington, Massachusetts 01803(Address of principal executive offices, including zip code)(781) 280-4000(Registrant’s telephone number, including area code)

Not applicable(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value per share

Trading Symbol(s)PRGSName of each exchange on which registered
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Item 7.01. Regulation FD Disclosure
On August 6, 2024, the Securities and Exchange Commission’s Division of Enforcement (the “SEC”) notified Progress Software Corporation (the“Company”) that the SEC has concluded its investigation of the Company and does not intend to recommend an enforcement action against the Companyat this time (the “Termination Letter”). As previously disclosed, the Company received a subpoena from the SEC on October 2, 2023, as part of a factfinding inquiry seeking various documents and information relating to the MOVEit vulnerability. The Termination Letter was provided under the guidelines
set out in the final paragraph of Securities Act Release No. 5310.
In connection with the receipt of the Termination Letter, the Company has issued the press release attached hereto as Exhibit 99.1 on August 7, 2024. The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, orotherwise subject to the liability of that Section, and shall not be incorporated by reference into any other filing by Progress under the Securities Act or theExchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits(d) Exhibits.
Exhibit No.
99.1

Description
Press release issued by Progress Software Corporation dated August 7, 2024

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:

August 7, 2024

Progress Software Corporation
By:/s/ YUFAN STEPHANIE WANG
YuFan Stephanie Wang
Chief Legal Officer and Secretary

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 does not intend to recommend an enforcement action against the company atthis time. As previously disclosed, Progress received a subpoena from the SEC on October 2, 2023, as part of a fact-finding inquiry seeking
various documents and information relating to the MOVEit vulnerability.
About Progress
Progress (Nasdaq: PRGS) empowers organizations to achieve transformational success in the face of disruptive change. Our software
enables our customers to develop, deploy and manage responsible AI-powered applications and experiences with agility and ease.
Customers get a trusted provider in Progress, with the products, expertise and vision they need to succeed. Over 4 million developers andtechnologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com.
Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries oraffiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.
Press Contact(s):Kim Baker
Progress+1-800-213-3407
pr@progress.com

Investor Contact(s):Michael Micciche
Progress781-850-8450
Investor-relations@progress.com

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