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0000876167falsePROGRESS SOFTWARE CORP /MA00008761672026-01-202026-01-20


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 20, 2026

 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) (Zip code)
Registrant’s telephone number, including area code: (781) 280-4000
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 Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share PRGS 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 12b-2 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 2.02 Results of Operations and Financial Condition

On January 20, 2026, Progress Software Corporation ("Progress") issued a press release and will hold a conference call announcing its financial results for the fiscal fourth quarter and fiscal full year ended November 30, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any other filing by Progress under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Progress is making reference to non-GAAP financial information in the conference call and Exhibits 99.1 and 99.2 to this Current Report. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

In connection with the issuance of the press release attached hereto as Exhibit 99.1, the supplemental data attached as Exhibit 99.2 to this Current Report will be available on the Progress website within the investor relations section prior to the live conference call.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise 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 the Exchange 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. Description
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



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: January 20, 2026 Progress Software Corporation
By: /s/ ANTHONY FOLGER
Anthony Folger
Chief Financial Officer



EX-99.1 2 exhibit991-q42025earningsr.htm EX-99.1 Document
newprogresslogoa23.jpg
Exhibit 99.1

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

Progress Software Reports Fourth Quarter 2025 and Full Year Results

Revenue of $253 Million Grew 18% Year-over-Year
Annualized Recurring Revenue ("ARR") of $852 Million Grew 2% Year-over-Year

BURLINGTON, Mass., Jan. 20, 2026 — Progress Software (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced financial results for its fiscal fourth quarter and fiscal year ended November 30, 2025.

Fourth Quarter 2025 Highlights:

•Revenue of $253 million increased 18% year-over-year on an actual currency basis and 16% on a constant currency basis.
•Annualized Recurring Revenue ("ARR") of $852 million increased 2% year-over-year on a constant currency basis.
•Operating margin was 15% and non-GAAP operating margin was 38%.
•Diluted earnings per share was $0.59 compared to $0.03 in the same quarter last year.
•Non-GAAP diluted earnings per share was $1.51 compared to $1.33 in the same quarter last year.

"2025 was our strongest year ever for Progress as we continue to execute on our long-term Total Growth strategy to invest and innovate, acquire and integrate, and drive customer success," said Yogesh Gupta, CEO at Progress Software. "Our results for the year were driven by the completion of our ShareFile integration along with the strong performance across our overall product portfolio, increasingly propelled by our customers' AI projects. Net Retention of 100% demonstrates the relevance of our products in an AI-driven world for businesses of all sizes."

Additional financial highlights included:
Three Months Ended
GAAP Non-GAAP
(in thousands, except percentages and per share amounts) November 30, 2025 November 30, 2024 % Change November 30, 2025 November 30, 2024 % Change
Revenue $ 252,666  $ 214,961  18  % $ 252,666  $ 214,961  18  %
Income from operations $ 38,374  $ 21,500  78  % $ 96,272  $ 80,510  20  %
Operating margin 15  % 10  % 500bps 38  % 37  % 100 bps
Net income $ 25,745  $ 1,147  2,145  % $ 65,476  $ 59,977  %
Diluted earnings per share $ 0.59  $ 0.03  1,867  % $ 1.51  $ 1.33  14  %
Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP) $ 62,798  $ 19,651  220  % $ 62,099  $ 18,087  243  %
$ 75,671  $ 27,072  180  %

See Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures, and Select Performance Metrics and a reconciliation of non-GAAP adjustments to Progress' GAAP financial results at the end of this press release.

Other fiscal fourth quarter 2025 metrics and recent results included:

•Cash and cash equivalents were $95 million at the end of the quarter.
•Days sales outstanding was 73 days compared to 67 days in the fiscal fourth quarter of 2024, and 55 days in the fiscal third quarter of 2025.
•On September 23, 2025, our Board of Directors increased our share repurchase authorization by $200.0 million to $242.2 million.

Anthony Folger, Progress CFO, said: "Q4'25 was the capstone of an outstanding year for Progress. We're starting FY26 with solid operating momentum, a stronger balance sheet, and a positive outlook for continued ARR growth." Progress provides the following guidance for the fiscal year ending November 30, 2026 and the fiscal first quarter ending February 28, 2026, together with actual results for the same periods in the fiscal year ending November 30, 2025:

1


Full Year Results
Fiscal Year Ended
GAAP Non-GAAP
(in thousands, except percentages and per share amounts) November 30, 2025 November 30, 2024 % Change November 30, 2025 November 30, 2024 % Change
Revenue $ 977,831  $ 753,409  30  % $ 977,831  $ 753,409  30  %
Income from operations $ 153,290  $ 124,003  24  % $ 384,751  $ 298,475  29  %
Operating margin 16  % 16  % 0 bps 39  % 40  % (100) bps
Net income $ 73,133  $ 68,438  % $ 251,943  $ 219,020  15  %
Diluted earnings per share $ 1.66  $ 1.54  % $ 5.72  $ 4.93  16  %
Cash from operations (GAAP) /Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP) $ 235,187  $ 211,494  11  % $ 246,806  $ 211,889  16  %
$ 303,820  $ 237,979  28  %

2026 Business Outlook


FY 2026 Guidance FY 2025 Actual
(in millions, except percentages and per share amounts) FY 2026
GAAP
FY 2026
Non-GAAP
FY 2025
GAAP
FY 2025
Non-GAAP
Revenue $986 - $1,000 $986 - $1,000 $ 978  $ 978 
Diluted earnings per share $1.74 - $1.91 $5.82 - $5.96 $ 1.66  $ 5.72 
Operating margin 16% - 17% 39  % 16% 39%
Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP) $263 - $277 $260 - $274 $ 235  $ 247 
$313 - $326 $ 304 
Effective tax rate 21  % 20  % 10% 20%

Q1 2026 Guidance Q1 2025 Actual
(in millions, except per share amounts) Q1 2026
GAAP
Q1 2026
Non-GAAP
Q1 2025
GAAP
Q1 2025
Non-GAAP
Revenue $244 - $250 $244 - $250 $ 238  $ 238 
Diluted earnings per share $0.47 - $0.53 $1.56 - $1.62 $ 0.24  $ 1.31 

Based on current exchange rates, the expected positive currency translation impact on our:

•Fiscal year 2026 business outlook compared to 2025 exchange rates is approximately $6.7 million on revenue.
•GAAP and non-GAAP diluted earnings per share for fiscal year 2026 is approximately $0.05.
•Fiscal Q1 2026 business outlook compared to 2025 exchange rates is approximately $4.7 million on revenue.
•GAAP and non-GAAP diluted earnings per share for fiscal Q1 2026 is approximately $0.03.

To the extent that there are changes in exchange rates versus the current environment and/or our expectations, this may have an impact on Progress' business outlook.

2


Conference Call

Progress will hold a conference call to review its financial results for the fiscal fourth quarter of 2025 at 5:00 p.m. ET on Tuesday, January 20, 2026. Participants must register for the conference call here: https://register-conf.media-server.com/register/BI5f002816972a430a8a6aa3fdcb67095a. The webcast can be accessed at: https://edge.media-server.com/mmc/p/m4s32hiz. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and an archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

About Progress

Progress Software (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 personalized digital experiences with agility and ease. Businesses of all sizes get a trusted provider in Progress, with the products, expertise and vision they need to turn AI disruption into a competitive advantage. Millions of developers and technologists at hundreds of thousands of organizations depend on Progress every day. Learn more at www.progress.com.

Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

Investor Contact: Press Contact:
Michael Micciche Jeff Young
Progress Software Progress Software
+1 781 850 8450 +1 781 280 4000
Investor-Relations@progress.com PR@progress.com
3


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
  Three Months Ended Fiscal Year Ended
(in thousands, except per share data) November 30, 2025 November 30, 2024 % Change November 30, 2025 November 30, 2024 % Change
Revenue:
Software licenses $ 65,210  $ 73,402  (11) % $ 237,887  $ 249,331  (5) %
Maintenance, SaaS, and professional services 187,456  141,559  32  % 739,944  504,078  47  %
Total revenue 252,666  214,961  18  % 977,831  753,409  30  %
Costs of revenue:
Cost of software licenses 3,860  3,014  28  % 12,605  10,942  15  %
Cost of maintenance, SaaS, and professional services 33,183  25,866  28  % 133,750  90,318  48  %
Amortization of acquired intangibles 9,483  7,658  24  % 41,226  29,222  41  %
Total costs of revenue 46,526  36,538  27  % 187,581  130,482  44  %
Gross profit 206,140  178,423  16  % 790,250  622,927  27  %
Operating expenses:
Sales and marketing 58,190  50,429  15  % 211,013  164,570  28  %
Product development 49,888  41,199  21  % 192,265  146,342  31  %
General and administrative 28,647  25,688  12  % 108,215  89,518  21  %
Amortization of acquired intangibles 25,980  17,775  46  % 104,266  65,290  60  %
Restructuring expenses 4,130  7,146  (42) % 13,109  10,454  25  %
Acquisition-related expenses 282  13,995  (98) % 5,317  17,109  (69) %
Cyber vulnerability response expenses, net 649  691  (6) % 2,775  5,641  (51) %
Total operating expenses 167,766  156,923  % 636,960  498,924  28  %
Income from operations 38,374  21,500  78  % 153,290  124,003  24  %
Other expense, net (16,118) (9,250) (74) % (71,662) (29,739) (141) %
Income before income taxes 22,256  12,250  82  % 81,628  94,264  (13) %
(Benefit) provision for income taxes (3,489) 11,103  (131) % 8,495  25,826  (67) %
Net income $ 25,745  $ 1,147  2,145  % $ 73,133  $ 68,438  %
Earnings per share:
Basic $ 0.60  $ 0.03  1,900  % $ 1.70  $ 1.58  %
Diluted $ 0.59  $ 0.03  1,867  % $ 1.66  $ 1.54  %
Weighted average shares outstanding:
Basic 42,686  43,183  (1) % 42,996  43,268  (1) %
Diluted 43,314  45,208  (4) % 44,019  44,427  (1) %
Cash dividends declared per common share $ —  $ —  * $ —  $ 0.525  *
*Not meaningful

Stock-based compensation is included in the condensed consolidated statements of operations, as follows:
Cost of revenue $ 1,577  $ 808  95  % $ 5,818  $ 3,540  64  %
Sales and marketing 3,307  2,025  63  % 13,277  8,964  48  %
Product development 5,307  3,296  61  % 19,410  13,551  43  %
General and administrative 7,183  5,616  28  % 26,263  20,701  27  %
Total $ 17,374  $ 11,745  48  % $ 64,768  $ 46,756  39  %
4


CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
(in thousands) November 30, 2025 November 30, 2024
Assets
Current assets:
Cash and cash equivalents $ 94,807  $ 118,077 
Accounts receivable, net 195,783  163,575 
Unbilled receivables, current portion 46,599  34,672 
Other current assets 62,776  52,489 
Total current assets 399,965  368,813 
Property and equipment, net 13,694  13,746 
Goodwill and intangible assets, net 1,893,082  2,015,748 
Right-of-use lease assets 25,842  30,894 
Unbilled receivables, non-current portion 29,950  28,893 
Other assets 95,125  68,872 
Total assets $ 2,457,658  $ 2,526,966 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and other current liabilities $ 117,331  $ 113,801 
Convertible senior notes, current portion, net 359,163  — 
Operating lease liabilities, current portion 8,490  9,202 
Deferred revenue, current portion, net 324,750  332,142 
Total current liabilities 809,734  455,145 
Long-term debt, net 600,000  730,000 
Operating lease liabilities, non-current portion 21,077  26,259 
Deferred revenue, non-current portion, net 100,329  72,270 
Convertible senior notes, non-current portion, net 441,186  796,267 
Other long-term liabilities 6,983  8,237 
Stockholders' equity:
Common stock and additional paid-in capital 384,119  354,592 
Retained earnings 94,230  84,196 
Total stockholders' equity 478,349  438,788 
Total liabilities and stockholders' equity $ 2,457,658  $ 2,526,966 


5


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
  Three Months Ended Fiscal Year Ended
(in thousands) November 30, 2025 November 30, 2024 November 30, 2025 November 30, 2024
Cash flows from operating activities:
Net income $ 25,745  $ 1,147  $ 73,133  $ 68,438 
Depreciation and amortization 38,657  28,388  157,555  106,569 
Stock-based compensation 17,374  11,745  64,768  46,756 
Other non-cash adjustments (7,104) 10,130  (7,729) 4,517 
Changes in operating assets and liabilities (11,874) (31,759) (52,540) (14,786)
Net cash flows from operating activities 62,798  19,651  235,187  211,494 
Capital expenditures (2,862) (2,878) (5,702) (5,206)
Repurchases of common stock, net of issuances (37,120) 10,287  (86,188) (59,016)
Dividend equivalent and dividend payments to stockholders (132) (7,646) (786) (31,460)
Payments for acquisitions, net of cash acquired (564) (852,702) (21,217) (852,702)
Payment of issuance costs, net of proceeds from the issuance of debt (250) 730,000  (6,211) 1,161,929 
Repayment of revolving line of credit and principal payment on term loan (20,000) —  (130,000) (371,250)
Purchase of capped calls —  —  —  (42,210)
Other (6,071) (11,348) (8,353) (20,460)
Net change in cash and cash equivalents (4,201) (114,636) (23,270) (8,881)
Cash and cash equivalents, beginning of period 99,008  232,713  118,077  126,958 
Cash and cash equivalents, end of period $ 94,807  $ 118,077  $ 94,807  $ 118,077 

6


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
(Unaudited)
  Three Months Ended Fiscal Year Ended
(in thousands, except per share data) November 30, 2025 November 30, 2024 November 30, 2025 November 30, 2024
Adjusted income from operations:
GAAP income from operations $ 38,374  $ 21,500  $ 153,290  $ 124,003 
Amortization of acquired intangibles 35,463  25,433  145,492  94,512 
Stock-based compensation 17,374  11,745  64,768  46,756 
Restructuring expenses 4,130  7,146  13,109  10,454 
Acquisition-related expenses 282  13,995  5,317  17,109 
Cyber vulnerability response expenses, net 649  691  2,775  5,641 
Non-GAAP income from operations $ 96,272  $ 80,510  $ 384,751  $ 298,475 
Adjusted net income:
GAAP net income $ 25,745  $ 1,147  $ 73,133  $ 68,438 
Amortization of acquired intangibles 35,463  25,433  145,492  94,512 
Stock-based compensation 17,374  11,745  64,768  46,756 
Restructuring expenses 4,130  7,146  13,109  10,454 
Acquisition-related expenses 282  13,995  5,317  17,109 
Cyber vulnerability response expenses, net 649  691  2,775  5,641 
Provision for income taxes (18,167) (180) (52,651) (23,890)
Non-GAAP net income $ 65,476  $ 59,977  $ 251,943  $ 219,020 
Adjusted diluted earnings per share:
GAAP diluted earnings per share $ 0.59  $ 0.03  $ 1.66  $ 1.54 
Amortization of acquired intangibles 0.82  0.56  3.31  2.13 
Stock-based compensation 0.40  0.25  1.47  1.04 
Restructuring expenses 0.10  0.16  0.30  0.24 
Acquisition-related expenses 0.01  0.31  0.12  0.39 
Cyber vulnerability response expenses, net 0.01  0.02  0.06  0.13 
Provision for income taxes (0.42) —  (1.20) (0.54)
Non-GAAP diluted earnings per share $ 1.51  $ 1.33  $ 5.72  $ 4.93 
Non-GAAP weighted avg shares outstanding - diluted 43,314  45,208  44,019  44,427 
OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Adjusted Free Cash Flow and Unlevered Free Cash Flow
Three Months Ended Fiscal Year Ended
(in thousands) November 30, 2025 November 30, 2024 % Change November 30, 2025 November 30, 2024 % Change
Cash flows from operations $ 62,798  $ 19,651  220  % $ 235,187  $ 211,494  11  %
Purchases of property and equipment (2,862) (2,878) (1) % (5,702) (5,206) 10  %
Free cash flow 59,936  16,773  257  % 229,485  206,288  11  %
Add back: restructuring payments 2,163  1,314  65  % 17,321  5,601  209  %
Adjusted free cash flow $ 62,099  $ 18,087  243  % $ 246,806  $ 211,889  16  %
Add back: tax-effected interest expense 13,572  8,985  51  % 57,014  26,090  119  %
Unlevered free cash flow $ 75,671  $ 27,072  180  % $ 303,820  $ 237,979  28  %
7


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2026 GUIDANCE
(Unaudited)

Fiscal Year 2026 Non-GAAP Operating Margin Guidance
Fiscal Year Ending November 30, 2026
(in millions) Low High
GAAP income from operations $ 161.9  $ 171.4 
GAAP operating margin 16  % 17  %
Restructuring expense 1.2  1.2 
Stock-based compensation 71.5  71.5 
Acquisition-related expenses 5.0  5.0 
Amortization of acquired intangibles 137.3  137.3 
Cyber vulnerability response expenses, net 5.7  5.7 
Total adjustments(1)
220.7  220.7 
Non-GAAP income from operations $ 382.6  $ 392.1 
Non-GAAP operating margin 39  % 39  %

Fiscal Year 2026 Non-GAAP Earnings per Share and Effective Tax Rate Guidance
Fiscal Year Ending November 30, 2026
(in millions, except per share data) Low High
GAAP net income $ 75.8  $ 84.1 
Adjustments (from previous table) 220.7  220.7 
Income tax adjustment(2)
(43.3) (43.1)
Non-GAAP net income $ 253.2  $ 261.7 
GAAP diluted earnings per share $ 1.74  $ 1.91 
Non-GAAP diluted earnings per share $ 5.82  $ 5.96 
Diluted weighted average shares outstanding 43.5  43.9 















1 Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from Nuclia and restructuring expenses. The final amounts will not be available until the Company's internal procedures and reviews are completed.
2 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
Fiscal Year Ending November 30, 2026
Low High
Non-GAAP income from operations $ 382.6  $ 392.1 
Other (expense) income (66.0) (65.0)
Non-GAAP income from continuing operations before income taxes 316.6  327.1 
Non-GAAP net income 253.2  261.7 
Tax provision $ 63.4  $ 65.4 
Non-GAAP tax rate 20.0  % 20.0  %
8


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2026 GUIDANCE
(Unaudited)

Fiscal Year 2026 Adjusted Free Cash Flow and Unlevered Free Cash Flow Guidance
Fiscal Year Ending November 30, 2026
(in millions) Low High
Cash flows from operations (GAAP) $ 263  $ 277 
Purchases of property and equipment (8) (8)
Add back: restructuring payments
Adjusted free cash flow (non-GAAP) 260  274 
Add back: tax-effected interest expense 53  52 
Unlevered free cash flow (non-GAAP) $ 313  $ 326 

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q1 2026 GUIDANCE
(Unaudited)

Q1 2026 Non-GAAP Earnings per Share Guidance
Three Months Ending February 28, 2026
Low High
GAAP diluted earnings per share 0.47  0.53 
Acquisition-related expense 0.03  0.03 
Stock-based compensation 0.49  0.49 
Amortization of acquired intangibles 0.80  0.80 
Restructuring expense 0.01  0.01 
Cyber vulnerability response expenses, net 0.03  0.03 
Total adjustments(3)
1.36  1.36 
Income tax adjustment (0.27) (0.27)
Non-GAAP diluted earnings per share $ 1.56  $ 1.62 























3Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from Nuclia and restructuring expenses. The final amounts will not be available until the Company's internal procedures and reviews are completed.
9


Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures, and Select Performance Metrics

Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that excluding the effects of certain GAAP-related items helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors' overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affording a view of our operating results that may be more easily compared to our peer companies, and (iv) enabling investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior acquisitions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States ("GAAP") and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress' financial results. A reconciliation of non-GAAP adjustments to Progress' GAAP financial results is included in the tables above.

In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

•Amortization of acquired intangibles - We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from Nuclia. The final amounts will not be available until the Company's internal procedures and reviews are completed.
•Stock-based compensation - We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size, and nature of awards granted. As such, we do not include these charges in operating plans.
•Restructuring expenses - In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results.
•Acquisition-related expenses - We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity, and/or volume of past acquisitions, which often drives the magnitude of acquisition-related costs, may not be indicative of the size, complexity, and/or volume of future acquisitions.
•Cyber vulnerability response expenses, net - We exclude certain expenses resulting from the MOVEit Vulnerability, as more thoroughly described in our filings with the Securities and Exchange Commission since June 5, 2023. Such expenses primarily consist of legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit Vulnerability. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
•Provision for income taxes - We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.
•Constant currency - Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates.

In the noted fiscal periods, we also present the following liquidity measures:

•Adjusted free cash flow ("AFCF") and unlevered free cash flow ("Unlevered FCF") - AFCF is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments. Unlevered FCF is AFCF plus tax-effected interest expense on outstanding debt.

In the noted fiscal periods, we also present the following select performance metrics:

•Annualized Recurring Revenue ("ARR") - We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and
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contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.

We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period.

Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term.

The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.

ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

•Net Retention Rate ("NRR") - We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.

Note Regarding Forward-Looking Statements

This press release 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 forward-looking statements with words like "believe," "may," "could," "would," "might," "should," "expect," "intend," "plan," "target," "anticipate" and "continue," the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress' business outlook (including future acquisition activity) and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical, and market conditions can adversely affect our business, results of operations, and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; and (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations. For further information regarding risks and uncertainties associated with Progress' business, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

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EX-99.2 3 q425supplementaldeck.htm EX-99.2 q425supplementaldeck
January 20, 2026 Q4 2025 Supplemental Information Progress Financial Results


 
2© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Forward Looking Statements 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 forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this presentation include, but are not limited to, statements regarding Progress’s strategy; future revenue growth, operating margin, and cost savings; future acquisitions; and other statements regarding the future operation, direction, prospects, and success of Progress’s business. There are a number of factors that could cause actual results or future performance or achievements to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical, and market conditions can adversely affect our business, results of operations, and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations, and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; and (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations. For further information regarding risks and uncertainties associated with Progress' business, please refer to Progress' filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. Progress undertakes no obligation to update any forward- looking statements, which speak only as of the date of this presentation. Non-GAAP Financial Measures We refer to certain non-GAAP financial measures in this presentation, including but not limited to, non-GAAP revenue, non-GAAP income from operations and operating margin, adjusted free cash flow, annualized recurring revenue ("ARR"), Net Retention Rate ("NRR"), and non-GAAP diluted earnings per share. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles (“GAAP”). Please see "Important Information Regarding Non-GAAP Financial Information" below for additional information. A reconciliation between non-GAAP measures and the most directly comparable GAAP measures appears in our earnings press release for the fiscal fourth quarter and fiscal full year ended November 30, 2025, which is furnished on a Form 8-K concurrently with this presentation and is available in the Investor Relations section of our website.


 
3© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Conference Call Details Please note: Webcast is listen-only. What: When: Time: Register for the Live Call: Access the Webcast: Progress Fiscal Q4’25 Financial Results Tuesday, January 20, 2026 5:00 p.m. ET Use this this link. here.


 
4© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Summary Highlights Q4 2025 • Revenues of $253M vs. prior guidance of $250M - $256M, up 18% year-over-year as reported, or 16% in constant currency • ARR: $852M, up 2% year-over-year • NRR: 100% • Operating margin: 38% • EPS: $1.51, above high end of prior guidance of $1.29 - $1.35 • FY'25 AFCF: $247M, above high end of prior guidance of $232M - $242M All f igures are non-GAAP. Definitions of non-GAAP financial measures (including ARR and NRR) are found in Important Information Regarding Non-GAAP Financial Information. Rev Growth 18%, ARR Growth of 2%, Net Retention Rate 100% Substantial overperformance on EPS and Cash Flow FY ’26 Guidance: Revenue: $986M - $1B EPS: $5.82 - $5.96 Q1 ’26 Guidance: Revenue: $244M - $250M EPS: $1.56 - $1.62


 
5© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Annualized Recurring Revenue Trend All periods reported in constant currency, using current year budgeted exchange rates Pro Forma ARR growth of 2% year-over- year (ShareFile included in all periods) Consistent Annual Growth Net Retention % - TTM 102% 102% 101% 100% 100% 100% 100% 100% 100%


 
6© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Total Growth Strategy Invest & Innovate Enable our products with the latest functionality and capability. Acquire & Integrate Disciplined M&A: pay a reasonable multiple for high-quality technology with strong recurring revenue; integrate quickly to reach 40% operating margins. Focus on Customer Success Ensure our customers continue to use our products to run their businesses.


 
7© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Total Growth Strategy: Driving ARR Growth ARR CAGR of 15% Q4 2020 – Q4 2025 All periods reported in constant currency, using current year budgeted exchange rates Excludes ARR values from acquisitions prior to purchase date


 
8© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Total Growth Strategy: Driving Revenue Growth Revenue CAGR of 15% 2021 – 2025


 
9© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Operating Income CAGR of 14% 2021 – 2025 Best-in-class non-GAAP operating margins consistently above 35% Total Growth Strategy: Growing Profitability


 
10© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Unlevered FCF CAGR of 12% 2021 – 2025 Total Growth Strategy: Growing Unlevered Free Cash Flow


 
11© 2025 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved.6 Capital Allocation Strategy PRIMARY FOCUS Continue to prioritize accretive M&A opportunities that meet our disciplined criteria to create the strongest returns. Repurchase shares to offset dilution from our equity programs. • Management has flexibility to increase, reduce, or suspend repurchases depending on market conditions and other considerations including size and timing of proposed M&A. • $40M of shares repurchased in Q4 ’25; $105M in FY ’25. Use our significant free cash flow to aggressively pay down debt and reload for the next acquisition. • $20M repaid in Q4 ’25; $130M in FY '25 • Currently modeling $250M in debt repayment for FY '26


 
12© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Well Defined M&A Framework ▪ Cast a wide net across infrastructure software and all aspects of the development lifecycle ▪ Tight alignment increases synergy potential ▪ ~10-25% of current Progress revenues ▪ Can be financed and integrated efficiently ▪ High recurring revenue and customer retention ▪ Potential to achieve operational efficiency ▪ Focused on sustained returns, accretiveROIC > WACC Financial Characteristics Appropriate Sizing End Market Alignment


 
13© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Summary Q4 2025 Financial Results Q4 2025 Results Prior Q4 2025 Outlook (provided on September 29, 2025) Revenue $253M $250M - $256M GAAP earnings per share (Diluted) $0.59 $0.31 - $0.37 Non-GAAP earnings per share (Diluted) $1.51 $1.29 - $1.35 GAAP Operating Margin 15% Not guided Non-GAAP Operating Margin 38% Not guided Cash from Operations (GAAP) $63M Not guided Adjusted Free Cash Flow (Non-GAAP) $62M Not guided Unlevered Free Cash Flow (Non-GAAP) $76M Not guided


 
14© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Business Outlook (as of January 20, 2026) Q1 2026 Current Outlook FY 2026 Current Outlook Revenue $244M - $250M $986M - $1B GAAP EPS $0.47 - $0.53 $1.74 - $1.91 Non-GAAP EPS $1.56 - $1.62 $5.82 - $5.96 GAAP Operating Margin Not guided 16% - 17% Non-GAAP Operating Margin Not guided 39% Cash from Operations (GAAP) Not guided $263M - $277M Adjusted Free Cash Flow (Non-GAAP) Not guided $260M - $274M Unlevered Free Cash Flow (Non-GAAP) Not guided $313M - $326M GAAP Effective Tax Rate Not guided 21% Non-GAAP Effective Tax Rate Not guided 20%


 
15© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Outstanding Debt and Potential Impact on Share Count Convertible # 1 Balance: $360M Interest Rate: 1.00% Conversion Price: $57.30 Expiration: April 15, 2026 Capped Call Coverage: up to $89.88* * Subject to downward adjustment for dividend policy Convertible # 2 Balance: $450M Interest Rate: 3.50% Conversion Price: $67.74 Expiration: March 1, 2030 Capped Call Coverage: up to $92.98* * Subject to downward adjustment for dividend policy Revolver (as of 11/30/25) Balance: $600M drawn out of $1.5B Interest Rate: 1.25% to 2.5% above benchmark (Current interest rate ~ 5.5% as of Jan 20, 2026) Unused revolver fee: 0.15% - 0.35% Expiration: July 21, 2030 Approximately $5.0M of additional interest expense in FY 2026 for amortization of debt issuance costs $55 $60 $65 $70 $75 $80 Impact of convertible notes on diluted weighted average share count (M)* 0.0 0.3 0.7 1.4 2.1 2.8 Impact of convertible #2 only on diluted weighted average share count (M)* 0.0 0.0 0.0 0.2 0.6 1.0 Current Guidance Assumption * Does not contempla te the impac t on diluted we ighted average share count from other events such as repurchases, issuance under equity plans, e tc . Future Share Price


 
Supplemental Financial Information


 
17© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Supplemental Revenue Information (Unaudited)


 
18© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that excluding the effects of certain GAAP-related items helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affording a view of our operating results that may be more easily compared to our peer companies, and (iv) enabling investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior acquisit ions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States ("GAAP") and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress’ financial results. A reconciliation between non-GAAP measures and the most directly comparable GAAP measures appears in our earnings press release for the fiscal fourth quarter and fiscal full year ended November 30, 2025, which is furnished on a Form 8-K concurrently with this presentation and is available on the Progress website at www.progress.com within the investor relations section. In this presentation, we may reference the following non-GAAP financial measures: • Amortization of acquired intangibles - We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from Nuclia. The final amounts will not be available until the Company's internal procedures and reviews are completed. • Stock-based compensation - We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size, and nature of awards granted. As such, we do not include these charges in operating plans. • Restructuring expenses - In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. • Acquisition-related expenses - We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity, and/or volume of past acquisitions, which often drives the magnitude of acquisit ion-related costs, may not be indicative of the size, complexity, and/or volume of future acquisitions. • Cyber vulnerability response expenses, net - We exclude certain expenses resulting from the MOVEit Vulnerability, as more thoroughly described in our filings with the Securities and Exchange Commission since June 5, 2023. Such expenses primarily consist of legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit Vulnerability. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance. Important Information Regarding Non-GAAP Financial Information


 
19© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Important Information Regarding Non-GAAP Financial Information • Provision for income taxes - We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above. • Constant currency - Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. In the noted f iscal periods, we also present the following liquidity measures: • Adjusted free cash flow ("AFCF") and unlevered free cash flow ("Unlevered FCF") - AFCF is equal to cash flows from operating activit ies less purchases of property and equipment, plus restructuring payments. Unlevered FCF is AFCF plus tax-effected interest expense on outstanding debt. In the noted f iscal periods, we also present the following select performance metrics: • Annualized Recurring Revenue (“ARR”) - We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions. We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS- based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts. For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term. The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.


 
20© 2026 Progress Software Corporation and/or its subsidiaries or aff iliates. All rights reserved. Important Information Regarding Non-GAAP Financial Information • ARR continued - ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other comp anies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. • Net Retention Rate ("NRR") - We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.