Progress Software (PRGS) S-8 POSRegistration of securities for employees (post-effective amendment)

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

Registration No. 333-146233

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8

REGISTRATION STATEMENT NO. 333-146233

UNDER

THE SECURITIES ACT OF 1933

PROGRESS SOFTWARE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Progress Software Corporation 2004 Inducement Stock Plan

(Full Title of Plans)

YuFan Stephanie Wang

Progress Software Corporation

15 Wayside Road, Suite 400

Burlington, Massachusetts 01803

(Name and Address of Agent for Service)

(781) 280-4000

(Telephone Number, Including Area Code, of Agent For Service)

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.

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 7(a)(2)(B) of the Securities Act. o

DEREGISTRATION OF SECURITIES

Progress Software Corporation (the “Registrant”) is filing this Post-Effective Amendment to deregister all 14,343 unsold shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), that were registered under the Registration Statement on Form S-8 filed on September 21, 2007 (File No. 333-146233, the “Registration Statement”) for issuance pursuant to the Progress Software Corporation 2004 Inducement Stock Plan (the “Inducement Plan”). The Registrant terminated use of the Inducement Plan. Please note that 2,373 shares of Common Stock remain subject to outstanding awards previously granted under the Inducement Plan and, consequently, the Registration Statement will remain in effect to cover the potential exercise or issuance of shares with respect to outstanding awards under the Inducement Plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, State of Massachusetts, on this 9^th day of July 2024.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.