PRGS on Nasdaq

Progress Software

Logo: Progress Software, Public domain, via Wikimedia Commons5

American software company

Progress Software Corporation is an American public company that produces software for creating and deploying business applications. It is founded in Burlington, Massachusetts, and has offices in 16 countries as of 2024.3 It was founded by Mary Székely.1 Its shares trade on Nasdaq under the symbol PRGS.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

1981Founded1

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  • TickerPRGS on Nasdaq1
  • Industrysoftware industry1
  • HeadquartersBedford1
  • Websitewww.progress.com
  • Legal formDelaware corporation1
  • Incorporated inDE6
  • Business address15 Wayside Road, Suite 400, Burlington, Ma 018036
  • Filer categoryLarge accelerated filer6
  • LEI549300R65B3JG6972S244
  • StatusActive4
  • LEI statusIssued and current4
  • Registered address251 LITTLE FALLS DRIVE, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 57435824

Progress Software Corporation is an American public company that produces software for creating and deploying business applications. It is founded in Burlington, Massachusetts, and has offices in 16 countries as of 2024.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

80.8%Gross margin8
15.7%Operating margin8
7.5%Net margin8
29.8%Revenue growth, 20258
15.3%Return on equity8
2.18×Debt to equity8
$229.5MFree cash flow8

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Maintenance and Services brought in 76% of the revenue Progress Software broke down this way in fiscal 2025.

  1. Maintenance and Services$739.9M876%up 47% from 2024
  2. Software Licenses$237.9M824%down 5% from 2024
Products and services by year
Products and services202320242025
Maintenance and Services$473.6M$504.1M$739.9M
Software Licenses$220.8M$249.3M$237.9M

Regions

United States brought in 61% of the revenue Progress Software broke down this way in fiscal 2025.

  1. United States$595.3M861%up 41% from 2024
  2. EMEA$280.9M829%up 15% from 2024
  3. Asia Pacific$51.5M85%up 26% from 2024
  4. Canada$28.4M83%up 13% from 2024
  5. Latin America$21.7M82%up 7% from 2024
Regions by year
Regions202320242025
United States$380.7M$421.9M$595.3M
EMEA$222.9M$245.3M$280.9M
Asia Pacific$38.8M$40.8M$51.5M
Canada$31.0M$25.1M$28.4M
Latin America$21.1M$20.3M$21.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue19¢$187.6M
  • Other costs72¢$708.6M
  • Income tax1¢$8.5M
  • Profit7¢$73.1M

Out of $977.8M in revenue.8

Where each dollar of operating cash went, fiscal 2025

  • Capital spending2¢$5.7M
  • Dividends paid0¢$786.0K
  • Share buybacks45¢$105.2M
  • Kept or used elsewhere53¢$123.5M

Out of $235.2M of cash from operations.8

Financial statements

Revenue91011128$977.8M in 2025+137% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $413.3M$413.3M20192020: $442.1M$442.1M2020+7%2021: $531.3M$531.3M2021+20%2022: $602.0M$602.0M2022+13%2023: $694.4M$694.4M2023+15%2024: $753.4M$753.4M2024+8%2025: $977.8M$977.8M2025+30%
Gross profit91011128$790.2M in 2025+134% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $338.1M$338.1M20192020: $380.0M$380.0M2020+12%2021: $452.9M$452.9M2021+19%2022: $507.5M$507.5M2022+12%2023: $567.9M$567.9M2023+12%2024: $622.9M$622.9M2024+10%2025: $790.2M$790.2M2025+27%
Operating income91011128$153.3M in 2025+282% since 2019
0$50.0M$100.0M$150.0M$200.0M2019: $40.1M$40.1M20192020: $107.7M$107.7M2020+169%2021: $116.1M$116.1M2021+8%2022: $132.1M$132.1M2022+14%2023: $110.5M$110.5M2023−16%2024: $124.0M$124.0M2024+12%2025: $153.3M$153.3M2025+24%
Net income91011128$73.1M in 2025+177% since 2019
0$25.0M$50.0M$75.0M$100.0M2019: $26.4M$26.4M20192020: $79.7M$79.7M2020+202%2021: $78.4M$78.4M2021−2%2022: $95.1M$95.1M2022+21%2023: $70.2M$70.2M2023−26%2024: $68.4M$68.4M2024−3%2025: $73.1M$73.1M2025+7%

Every line of the income statement as filed: the last 3 fiscal years, latest first.8

Period ending2025-11-302024-11-302023-11-30
Total revenue$977.8M$753.4M$694.4M
Amortization of acquired intangibles$41.2M$29.2M$30.2M
Total costs of revenue$187.6M$130.5M$126.6M
Gross profit$790.2M$622.9M$567.9M
Sales and marketing$211.0M$164.6M$156.1M
Product development$192.3M$146.3M$132.4M
General and administrative$108.2M$89.5M$83.2M
Amortization of acquired intangibles$104.3M$65.3M$66.4M
Restructuring expenses$13.1M$10.5M$8.4M
Acquisition-related expenses$5.3M$17.1M$4.7M
Cyber incident and vulnerability response expenses, net$2.8M$5.6M$6.2M
Total operating expenses$637.0M$498.9M$457.3M
Income from operations$153.3M$124.0M$110.5M
Interest expense-$70.8M-$32.0M-$30.8M
Interest income and other, net$1.8M$4.7M$2.5M
Foreign currency loss, net-$2.6M-$2.5M-$2.6M
Total other expense, net-$71.7M-$29.7M-$30.9M
Income before income taxes$81.6M$94.3M$79.7M
Provision for income taxes$8.5M$25.8M$9.5M
Net income$73.1M$68.4M$70.2M
Basic (in dollars per share)$1.70$1.58$1.62
Diluted (in dollars per share)$1.66$1.54$1.57
Basic (in shares)43.0M shares43.3M shares43.5M shares
Diluted (in shares)44.0M shares44.4M shares44.7M shares
Cash dividends declared per common share (in dollars per share)$0.00$0.53$0.70

Compare Progress Software with another company

Corporate structure

Progress Software sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Progress Software

  • Progress Software Wilmington, Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Progress Software reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$60.9M8 Nov 30, 2025$58.4M8 Nov 30, 2024+4.3%
Accumulated depreciation$47.2M8 Nov 30, 2025$44.6M8 Nov 30, 2024+5.8%
Property and equipment, net$13.7M8 Nov 30, 2025$13.7M8 Nov 30, 2024−0.4%
Operating-lease assets (leased space)$25.8M8 Nov 30, 2025$30.9M8 Nov 30, 2024−16.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$94.8M8 Nov 30, 2025$118.1M8 Nov 30, 2024−19.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.3B8 Nov 30, 2025$1.3B8 Nov 30, 2024+1.3%
Intangible assets, net (excluding goodwill)$584.0M8 Nov 30, 2025$723.6M8 Nov 30, 2024−19.3%
Finite-lived intangibles, gross$1.3B8 Nov 30, 2025$1.3B8 Nov 30, 2024+0.4%
Accumulated amortization$674.4M8 Nov 30, 2025$530.1M8 Nov 30, 2024+27.2%
Finite-lived intangibles, net$584.0M8 Nov 30, 2025$723.6M8 Nov 30, 2024−19.3%

Properties, in its own words

We lease our headquarters facility, which includes administrative, sales, support, marketing, product development, and distribution functions, in one building totaling approximately 33,000 square feet in Burlington, Massachusetts.

We also maintain offices for administrative, sales, support, marketing, product development, and/or distribution purposes in leased facilities in various other locations in North America, including Raleigh, North Carolina, Alpharetta, Georgia, Vienna, Virginia and outside North America, including Sofia, Bulgaria, Limerick, Ireland, Brno, Czech Republic, Bengaluru and Hyderabad, India, Singapore, Singapore and Rotterdam, the Netherlands. The terms of our leases generally range from one to twelve years.

The rest of Item 2

At the end of fiscal year 2021, we adopted a modern approach to work that gives our employees more flexibility to choose where to work. Depending on their role, this means that employees can choose their office location, as well as continue to work from home some or all the time. As of November 30, 2025, we have not terminated any significant lease arrangements. We believe our facilities are adequate for the conduct of our business.

Item 2 of the 10-K filed Jan 20, 2026.17

The story

Founded by Mary Székely in 1981.1

Progress Software was co-founded by several MIT graduates, including Joseph W. Alsop, Clyde Kessel, and Chip Ziering in 1981. It was originally called Data Language Corporation.

In 1984, Data Language released its first commercial version of the PROGRESS ADE for Unix and the following year unveiled a version for MS-DOS. In 1987, the company had released PROGRESS software for computer networks and the VAX/VMS (a Digital Equipment platform) and CTOS/BTOS operating systems. At the same year, the company changed its name to Progress Software Corporation to reflect the name of its software.

From Wikipedia’s article on Progress Software, shared under CC BY-SA 4.0.7

Leadership

Who has led Progress Software, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (52)

Products and brands

Some of the company's products include:

Kemp LoadMaster - Load Balancer

Flowmon - Network monitoring system

Opsmith - Devops automation

Read the full text

Chef - Devops automation

Telerik

Kendo UI - UI tools for.NET development.

Test Studio - software test automation tool – test automation.

SiteFinity - Content Management System

Fiddler - Web debugging proxy tool

OpenEdge - Application Development – platform for building business applications and database management system.

ShareFile

Automate MFT

MOVEit

WS_FTP

MarkLogic

Data Platform

Agentic RAG

Semaphore

DataDirect

Corticon

Podio

Domo

From Wikipedia’s article on Progress Software, shared under CC BY-SA 4.0.7

Timeline

  1. Sep 30, 20268-K Results of operations; Regulation FD disclosure85
  2. Sep 22, 20268-K Completed an acquisition or sale; Regulation FD disclosure86
  3. Jul 22, 20268-K Entered a material agreement; Results of operations; Regulation FD disclosure87
  4. Jun 30, 20268-K Results of operations; Regulation FD disclosure88
  5. May 11, 20268-K Shareholder vote89
  6. Mar 30, 20268-K Results of operations; Regulation FD disclosure90
  7. Jan 20, 20268-K Results of operations; Regulation FD disclosure91
  8. Sep 30, 20258-K Regulation FD disclosure92
  9. Sep 29, 20258-K Results of operations; Regulation FD disclosure93
  10. Jul 22, 20258-K Entered a material agreement; Ended a material agreement; New debt or obligation94
  11. Jun 30, 20258-K Results of operations; Regulation FD disclosure95
  12. May 9, 20258-K Shareholder vote96
  13. Oct 11, 2016New chief executive Yogesh K. Gupta becomes CEO18
  14. Jan 24, 2013New chief executive Philip M. Pead becomes CEO19
  15. Dec 15, 2011New chief executive Jay Bhatt becomes CEO20
  16. May 14, 2009New chief executive Richard Reidy becomes CEO21
  17. Mar 24, 2006New chief executive Joseph Alsop becomes CEO22
  18. 1991Went public Listed on NASDAQ1
  19. 1981Founded Founded1

Calendar

Coming up

  1. Around Dec 9, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Sep 30, 2026Reported quarterly or annual results85
  2. Jul 22, 2026Reported quarterly or annual results87
  3. Jun 30, 2026Reported quarterly or annual results88
  4. Mar 30, 2026Reported quarterly or annual results90
  5. Jan 20, 2026Reported quarterly or annual results91
  6. Sep 29, 2025Reported quarterly or annual results93
  7. Jun 30, 2025Reported quarterly or annual results95
  8. Mar 31, 2025Reported quarterly or annual results97

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

498 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 48 major events, 318 insider forms, 15 large holders, 95 other. The latest 20:

  1. Oct 7, 20264 EDGAR
  2. Oct 5, 2026144 EDGAR
  3. Oct 5, 20264 EDGAR
  4. Oct 5, 20264 EDGAR
  5. Oct 5, 20264 EDGAR
  6. Oct 5, 20264 EDGAR
  7. Oct 5, 20264 EDGAR
  8. Oct 5, 20264 EDGAR
  9. Oct 5, 20264 EDGAR
  10. Sep 30, 202610-Q EDGAR
  11. Sep 30, 20268-K EDGAR
  12. Sep 22, 20268-K EDGAR
  13. Aug 18, 20264 EDGAR
  14. Jul 31, 2026SCHEDULE 13G/A EDGAR
  15. Jul 30, 20264 EDGAR
  16. Jul 29, 2026SCHEDULE 13G/A EDGAR
  17. Jul 29, 2026144 EDGAR
  18. Jul 22, 20268-K EDGAR
  19. Jul 6, 20264 EDGAR
  20. Jul 6, 20264 EDGAR

The 498 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

127 open-market trades by officers, directors and large owners since October 2021: 3 buys and 124 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 14, 2026FOLGER ANTHONYChief Financial OfficerSale2,000$44.80$89.6KForm 4
Jul 29, 2026Jarrett LorenEVP/GM Digital ExperienceSale11,747$41.61$488.8KForm 4
Jul 1, 2026Subramanian SundarEVP/GM Infrastructure MgmtSale10,597$38.27$405.5KForm 4
May 19, 2026FOLGER ANTHONYChief Financial OfficerSale4,474$29.13$130.3KForm 4
May 18, 2026WANG YUFAN STEPHANIEChief Legal OfficerSale5,019$28.86$144.9KForm 4
Mar 11, 2026Subramanian SundarEVP/GM Infrastructure MgmtSale1,600$38.28$61.2KForm 4
Mar 10, 2026Subramanian SundarEVP/GM Infrastructure MgmtSale21,594$37.65$813.0KForm 4
Feb 3, 2026FOLGER ANTHONYChief Financial OfficerSale6,000$40.00$240.0KForm 4
Jan 26, 2026Subramanian SundarEVP/GM Infrastructure MgmtSale1,352$42.37$57.3KForm 4
Oct 6, 2025Pitt IanChief Information OfficerSale409$46.20$18.9KForm 4
Oct 3, 2025WANG YUFAN STEPHANIEChief Legal OfficerSale1,428$46.26$66.1KForm 4
Oct 3, 2025FOLGER ANTHONYChief Financial OfficerSale5,474$46.47$254.4KForm 4
Aug 12, 2025Gawlick RainerDirectorBuy1,710$43.48$74.4KForm 4
Jul 23, 2025Gupta Yogesh KChief Executive OfficerBuy2,100$49.14$103.2KForm 4
Jul 23, 2025KRALL DAVIDDirectorBuy5,125$48.90$250.6KForm 4
Jul 8, 2025FOLGER ANTHONYChief Financial OfficerSale5,529$52.97$292.9KForm 4
Jul 1, 2025Subramanian SundarEVP/GM Infrastructure MgmtSale501$60.30$30.2KForm 4
Jun 30, 2025Pitt IanChief Information OfficerSale2,186$65.21$142.5KForm 4
May 9, 2025Jarrett LorenEVP/GM Digital ExperienceSale34,093$61.10$2.1MForm 4
Apr 24, 2025WANG YUFAN STEPHANIEChief Legal OfficerSale1,428$58.27$83.2KForm 4

All 127 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Yogesh GuptaChief Executive Officer65$649.0K$10.5M103
2025Anthony FolgerExecutive Vice President, Chief Financial Officer54$459.6K$4.2M103
2025Loren JarrettExecutive Vice President and General Manager, Digital Experience51$449.5K$2.7M103
2025John AinsworthExecutive Vice President and General Manager, Application and Data Platform61$449.5K$2.7M103
2025Sundar SubramanianExecutive Vice President and General Manager, Infrastructure Management47$449.5K$2.7M103
2024Yogesh GuptaChief Executive Officer65$623.1K$10.4M103
2024Anthony FolgerExecutive Vice President, Chief Financial Officer54$456.9K$3.8M103
2024John AinsworthExecutive Vice President and General Manager, Application and Data Platform61$441.3K$2.2M103
2024Loren JarrettExecutive Vice President and General Manager, Digital Experience51$441.3K$2.2M103
2024Sundar SubramanianExecutive Vice President and General Manager, Infrastructure Management47$441.3K$2.2M103
2023Yogesh GuptaChief Executive Officer65$598.8K$8.6M103
2023Anthony FolgerExecutive Vice President, Chief Financial Officer54$438.8K$3.5M103
2023Sundar SubramanianExecutive Vice President and General Manager, Infrastructure Management47$426.6K$2.0M103
2023John AinsworthExecutive Vice President and General Manager, Application and Data Platform61$423.2K$2.0M103
2023Loren JarrettExecutive Vice President and General Manager, Digital Experience51$423.2K$2.0M103

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.7,570,529$254.2M0.0%+598,449
Vanguard Portfolio Management LLC3,846,694$129.2M0.0%+415,979
State Street Corp1,961,723$65.9M0.0%+200,714
Vanguard Capital Management LLC1,899,835$63.8M0.0%−28,805
Victory Capital Management Inc1,689,867$56.7M0.0%+741,973
Arrowstreet Capital, Limited Partnership1,274,910$42.8M0.0%+53,263
Goldman Sachs Group Inc1,258,502$42.3M0.0%+607,467
Manufacturers Life Insurance Company, The1,214,414$40.8M0.0%+144,087
Geode Capital Management, LLC1,171,371$39.3M0.0%+84,656
Dimensional Fund Advisors LP1,076,430$36.1M0.0%−157,400
Aqr Capital Management LLC1,042,345$35.0M0.0%+652,620
Heron Bay Capital Management1,012,832$34.0M3.1%+97,135
Nomura Asset Management International Inc.880,608$29.6M0.0%+231,758
Systematic Financial Management LP861,531$28.9M0.6%−23,259
American Century Companies Inc832,699$28.0M0.0%+124,892
Fuller & Thaler Asset Management, Inc.795,068$26.7M0.1%+159,856
Kennedy Capital Management LLC741,875$24.9M0.4%+436,961
Charles Schwab Investment Management Inc682,103$22.9M0.0%+84,440
Rice Hall James & Associates, LLC570,261$19.1M0.9%+117,559
Barclays PLC569,452$19.1M0.0%+50,912
Fmr LLC562,754$18.9M0.0%−48,353
Bank Of America Corp /de/550,957$18.5M0.0%+64,240
Segall Bryant & Hamill, LLC545,957$18.3M0.2%−24,120
Morgan Stanley532,200$17.9M0.0%−161,531
Invenomic Capital Management LP511,240$17.2M1.0%New

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

5 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Aug 31, 2026Kevin HernRepublican, HouseSale$15,001 - $50,000+12.3%Report
Mar 16, 2026Kevin HernRepublican, HouseSale$50,001 - $100,000−6.2%Report
Jul 16, 2025Lisa C. McClainRepublican, HouseSale$1,001 - $15,000+39.4%Report
Jul 10, 2025Lisa C. McClainRepublican, HouseBuy$1,001 - $15,000−42.6%Report
May 26, 2021Kevin HernRepublican, HouseBuy$50,001 - $100,000−92.6%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Progress Software is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPROGRESS SOFTWARE CORP /MA2
  • CIK0000876167
  • Employer ID (EIN)04-274620117
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company17
  • Incorporated inDelaware17
  • Fiscal year endsNovember 302
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address15 Wayside Road, Suite 400, Burlington, MA 018032
  • Phone781-280-44732
  • Shares outstanding40,874,192 as of Sep 28, 202615
  • Public float$2.6B as of May 31, 202517
  • AuditorDeloitte & Touche LLP, Boston, Massachusetts PCAOB ID 34; it also attests to the company’s internal control over financial reporting17
  • On EDGAR sinceFeb 15, 19952
  • Filings2,416 in all: 4 (1,535), 8-K (249), 10-Q (92), SC 13G/A (85), 144 (73), 3 (68), DEF 14A (30), SC 13G (30)2
    All 46 form types

    10-K (28), UPLOAD (23), SC 13D/A (22), 8-K/A (16), SC TO-I/A (16), CORRESP (15), DFAN14A (15), S-8 (15), 4/A (14), DEFA14A (14), 10-K/A (10), 5 (9), PRE 14A (6), S-8 POS (5), SC 13D (5), PRRN14A (4), SCHEDULE 13G/A (4), ARS (3), SC TO-C (3), SC TO-T/A (3), 10-K405 (2), 3/A (2), DEFC14A (2), PREC14A (2), PRER14A (2), SCHEDULE 13G (2), 10-Q/A (1), 424B3 (1), DEFN14A (1), EFFECT (1), NT 10-Q (1), POS AM (1), REGDEX (1), REGDEX/A (1), S-3 (1), S-3ASR (1), SC TO-I (1), SC TO-T (1)

  • Latest filingsAnnual report (10-K) Jan 20, 2026
    Quarterly report (10-Q) Sep 30, 2026
    Proxy statement (DEF 14A) Mar 25, 2026
    Latest 8-K (8-K) Sep 30, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par value per sharePRGSThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Jan 20, 2026 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks Progress Software names in Item 1A of its 10-K filed Jan 20, 2026: 38 risks under these headings, as written.17

  • Risks Related to Our Ability to Grow Our Business
  • Technology and customer requirements evolve rapidly in our industry, and if we do not continue to develop or acquire new products and enhance our existing products in response to these changes, our business could be harmed.
  • We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.
  • We are substantially dependent on our OpenEdge and ShareFile products.
  • The segments of the software industry in which we participate are intensely competitive, and our inability to compete effectively could harm our business.
  • The value of our Chef software assets may be limited by open source development and licensing practices.
  • We intend to make additional acquisitions of businesses, products, or technologies that involve additional risks, which could disrupt our business or harm our financial condition, results of operations, or cash flows.
  • Adverse developments in our relationships with sales channel partners could harm our revenues and results of operations.
  • We have relationships with third parties to provide, develop, and create applications that integrate with certain of our products, and our business could be harmed if we are unable to continue these relationships.
  • Risks Related to the Operation of Our Business
  • Our international operations expose us to additional risks, and changes in global economic and political conditions could adversely affect our international operations, our revenue, and our net income.
  • If our security measures are breached, our products and services may be perceived as not being secure, customers may curtail or stop using our products and services, and we may incur significant legal and financial exposure from loss of customer or company data, loss of customers, or otherwise.
The other 28 risks
  • If our products contain software defects or security flaws, it could harm our revenues by causing us to lose customers and could increase our liabilities by exposing us to costly governmental investigations or litigation. For example, the exploitation of the zero-day MOVEit Vulnerability in May 2023 has resulted in informal government inquiries, three formal government investigations, and private litigation.
  • Our business could be damaged, and we could be subject to liability, in the event of any unauthorized access to our data or our customers' data, including through privacy and data security breach.
  • A failure of our information technology systems, including a cyber incident, could have a material adverse effect on our business.
  • Integration of artificial intelligence into our product offerings and our use of artificial intelligence in our operations could result in reputational or competitive harm, legal liability, and other adverse effects on our business.
  • Catastrophic events, including but not limited to cyber events, may disrupt our business.
  • Our customers and partners may seek refunds, delay implementation timelines, delay payment, fail to pay us in accordance with the terms of their agreements, decline renewals or upgrades, or reduce or terminate use of our products, all of which can have an adverse effect on us.
  • We rely on the experience and expertise of our skilled employees, and must continue to attract and retain qualified technical, marketing and managerial personnel in order to succeed.
  • Certain of our products depend on interoperability with various devices, operating systems, and third-party applications that we do not control.
  • Risks Related to Laws and Regulations
  • We are subject to risks associated with compliance with laws and regulations globally, which may harm our business.
  • Our business practices with respect to the collection, use, and management of personal information could give rise to operational interruption, liabilities, or reputational harm as a result of governmental regulation, legal requirements, or industry standards relating to consumer privacy and data protection.
  • We could incur substantial costs in protecting our proprietary software technology, and if we fail to protect our technology we could incur material harm to our business.
  • We could be subject to claims that we infringe intellectual property rights of others, which could harm our business, financial condition, and results of operations.
  • Contracting with government entities exposes us to additional risks inherent in the government procurement process.
  • Risks Related to Financial Performance or General Economic Conditions
  • Weakness in the U.S. and international economies may result in fewer sales of our products and may otherwise harm our business.
  • We are currently operating in a period of economic uncertainty and capital markets disruption due to various geopolitical and macro-economic factors, which may materially adversely affect our business, financial condition, and results of operations.
  • Fluctuations in foreign currency exchange rates or interest rates have had, and could continue to have, an adverse impact on our financial condition and results of operations.
  • Revenue forecasting is uncertain, and the failure to meet our forecasts could result in a decline in the market price of our common stock.
  • Our stock price has been, and may continue to be, volatile, and your investment could lose value.
  • Changes in accounting principles and guidance, or their interpretation or implementation, may materially adversely affect our reported results of operations or financial position.
  • If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings.
  • We may have exposure to additional tax liabilities.
  • Risks Related to our Indebtedness and Convertible Senior Notes
  • Our indebtedness and liabilities could limit the cash flow available for our operations and expose us to risks that could adversely affect our business, financial condition, and results of operations.
  • We are required to comply with certain financial and operating covenants under our Credit Facility and to make scheduled debt payments as they become due; any failure to comply with those covenants or to make scheduled payments could cause amounts borrowed under the facility to become immediately due and payable or prevent us from borrowing under the facility.
  • The capped call transactions may affect the market price of our common stock.
  • We are subject to counterparty risk with respect to the capped call transactions, and the capped call may not operate as planned.
  • The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
  • Provisions in the indenture could delay or prevent an otherwise beneficial takeover of us.
  • Conversion of the Notes may dilute the ownership interest of existing stockholders.

Legal proceedings

Please refer to Note 17, Cyber Related Matters, in Part II, Item 8 of this Form 10-K for a discussion of legal proceedings related to the MOVEit Vulnerability.

We are also subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material effect on our financial position, results of operations, or cash flows.

The opening of Item 3, Legal Proceedings.17

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