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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
GAAPNon-GAAP
(in thousands, except percentages and per share amounts)November 30, 2025November 30, 2024% ChangeNovember 30, 2025November 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 margin15 %10 %500bps38 %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."

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Full Year Results
Fiscal Year Ended
GAAPNon-GAAP
(in thousands, except percentages and per share amounts)November 30, 2025November 30, 2024% ChangeNovember 30, 2025November 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 margin16 %16 %0 bps39 %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

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:

FY 2026 GuidanceFY 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 margin16% - 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 rate21 %20 %10%20%

Q1 2026 GuidanceQ1 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.

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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 MiccicheJeff Young
Progress SoftwareProgress Software
+1 781 850 8450+1 781 280 4000
Investor-Relations@progress.comPR@progress.com
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months EndedFiscal Year Ended
(in thousands, except per share data)November 30, 2025November 30, 2024% ChangeNovember 30, 2025November 30, 2024% Change
Revenue:
Software licenses$65,210 $73,402 (11)%$237,887 $249,331 (5)%
Maintenance, SaaS, and professional services187,456 141,559 32 %739,944 504,078 47 %
Total revenue252,666 214,961 18 %977,831 753,409 30 %
Costs of revenue:
Cost of software licenses3,860 3,014 28 %12,605 10,942 15 %
Cost of maintenance, SaaS, and professional services33,183 25,866 28 %133,750 90,318 48 %
Amortization of acquired intangibles9,483 7,658 24 %41,226 29,222 41 %
Total costs of revenue46,526 36,538 27 %187,581 130,482 44 %
Gross profit206,140 178,423 16 %790,250 622,927 27 %
Operating expenses:
Sales and marketing58,190 50,429 15 %211,013 164,570 28 %
Product development49,888 41,199 21 %192,265 146,342 31 %
General and administrative28,647 25,688 12 %108,215 89,518 21 %
Amortization of acquired intangibles25,980 17,775 46 %104,266 65,290 60 %
Restructuring expenses4,130 7,146 (42)%13,109 10,454 25 %
Acquisition-related expenses282 13,995 (98)%5,317 17,109 (69)%
Cyber vulnerability response expenses, net649 691 (6)%2,775 5,641 (51)%
Total operating expenses167,766 156,923 %636,960 498,924 28 %
Income from operations38,374 21,500 78 %153,290 124,003 24 %
Other expense, net(16,118)(9,250)(74)%(71,662)(29,739)(141)%
Income before income taxes22,256 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 $1.54 %
Weighted average shares outstanding:
Basic42,686 43,183 (1)%42,996 43,268 (1)%
Diluted43,314 45,208 (4)%44,019 44,427 (1)%
Cash dividends declared per common share$— $— *$— $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 marketing3,307 2,025 63 %13,277 8,964 48 %
Product development5,307 3,296 61 %19,410 13,551 43 %
General and administrative7,183 5,616 28 %26,263 20,701 27 %
Total$17,374 $11,745 48 %$64,768 $46,756 39 %
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CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
(in thousands)November 30, 2025November 30, 2024
Assets
Current assets:
Cash and cash equivalents$94,807 $118,077 
Accounts receivable, net195,783 163,575 
Unbilled receivables, current portion46,599 34,672 
Other current assets62,776 52,489 
Total current assets399,965 368,813 
Property and equipment, net13,694 13,746 
Goodwill and intangible assets, net1,893,082 2,015,748 
Right-of-use lease assets25,842 30,894 
Unbilled receivables, non-current portion29,950 28,893 
Other assets95,125 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, net359,163 — 
Operating lease liabilities, current portion8,490 9,202 
Deferred revenue, current portion, net324,750 332,142 
Total current liabilities809,734 455,145 
Long-term debt, net600,000 730,000 
Operating lease liabilities, non-current portion21,077 26,259 
Deferred revenue, non-current portion, net100,329 72,270 
Convertible senior notes, non-current portion, net441,186 796,267 
Other long-term liabilities6,983 8,237 
Stockholders' equity:
Common stock and additional paid-in capital384,119 354,592 
Retained earnings94,230 84,196 
Total stockholders' equity478,349 438,788 
Total liabilities and stockholders' equity$2,457,658 $2,526,966 


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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
 Three Months EndedFiscal Year Ended
(in thousands)November 30, 2025November 30, 2024November 30, 2025November 30, 2024
Cash flows from operating activities:
Net income$25,745 $1,147 $73,133 $68,438 
Depreciation and amortization38,657 28,388 157,555 106,569 
Stock-based compensation17,374 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 activities62,798 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 period99,008 232,713 118,077 126,958 
Cash and cash equivalents, end of period$94,807 $118,077 $94,807 $118,077 

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RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
(Unaudited)
 Three Months EndedFiscal Year Ended
(in thousands, except per share data)November 30, 2025November 30, 2024November 30, 2025November 30, 2024
Adjusted income from operations:
GAAP income from operations$38,374 $21,500 $153,290 $124,003 
Amortization of acquired intangibles35,463 25,433 145,492 94,512 
Stock-based compensation17,374 11,745 64,768 46,756 
Restructuring expenses4,130 7,146 13,109 10,454 
Acquisition-related expenses282 13,995 5,317 17,109 
Cyber vulnerability response expenses, net649 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 intangibles35,463 25,433 145,492 94,512 
Stock-based compensation17,374 11,745 64,768 46,756 
Restructuring expenses4,130 7,146 13,109 10,454 
Acquisition-related expenses282 13,995 5,317 17,109 
Cyber vulnerability response expenses, net649 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 intangibles0.82 0.56 3.31 2.13 
Stock-based compensation0.40 0.25 1.47 1.04 
Restructuring expenses0.10 0.16 0.30 0.24 
Acquisition-related expenses0.01 0.31 0.12 0.39 
Cyber vulnerability response expenses, net0.01 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 - diluted43,314 45,208 44,019 44,427 
OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Adjusted Free Cash Flow and Unlevered Free Cash Flow
Three Months EndedFiscal Year Ended
(in thousands)November 30, 2025November 30, 2024% ChangeNovember 30, 2025November 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 flow59,936 16,773 257 %229,485 206,288 11 %
Add back: restructuring payments2,163 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 expense13,572 8,985 51 %57,014 26,090 119 %
Unlevered free cash flow$75,671 $27,072 180 %$303,820 $237,979 28 %
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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)LowHigh
GAAP income from operations$161.9 $171.4 
GAAP operating margin16 %17 %
Restructuring expense1.2 1.2 
Stock-based compensation71.5 71.5 
Acquisition-related expenses5.0 5.0 
Amortization of acquired intangibles137.3 137.3 
Cyber vulnerability response expenses, net5.7 5.7 
Total adjustments(1)
220.7 220.7 
Non-GAAP income from operations$382.6 $392.1 
Non-GAAP operating margin39 %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)LowHigh
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 outstanding43.5 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
LowHigh
Non-GAAP income from operations$382.6 $392.1 
Other (expense) income(66.0)(65.0)
Non-GAAP income from continuing operations before income taxes316.6 327.1 
Non-GAAP net income253.2 261.7 
Tax provision$63.4 $65.4 
Non-GAAP tax rate20.0 %20.0 %
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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)LowHigh
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 expense53 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
LowHigh
GAAP diluted earnings per share0.47 0.53 
Acquisition-related expense0.03 0.03 
Stock-based compensation0.49 0.49 
Amortization of acquired intangibles0.80 0.80 
Restructuring expense0.01 0.01 
Cyber vulnerability response expenses, net0.03 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.
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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
10


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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