Welcome to our dedicated page for Pros Holdings SEC filings (Ticker: PRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings archive for PROS Holdings, Inc. (former NYSE ticker PRO) offers detailed regulatory documentation covering the company’s life as a U.S. reporting issuer and its transition to private ownership. These documents include current reports on Form 8-K, the Form 25 used to remove its common stock from New York Stock Exchange listing and registration, and the Form 15 that terminated registration under Section 12(g) and suspended periodic reporting obligations.
Form 8-K filings capture material events such as quarterly earnings releases, entry into the Agreement and Plan of Merger with entities formed by investment funds affiliated with Thoma Bravo, stockholder approval of the merger at a special meeting, and the completion of the merger on December 9, 2025. These reports describe the cash consideration paid per share, treatment of equity awards, changes to convertible notes and the repayment and termination of credit facilities in connection with the transaction.
The Form 25 filed by the New York Stock Exchange on December 9, 2025 notifies the SEC of the removal of PROS common stock from listing and registration under Section 12(b) of the Exchange Act. The subsequent Form 15 filed on December 19, 2025 certifies termination of registration of the common stock under Section 12(g) and suspension of the company’s duty to file reports under Sections 13 and 15(d), noting that the approximate number of holders of record at that time was one.
Earlier 8-K filings also provide insight into governance and transaction processes, including descriptions of the merger agreement terms, closing conditions, financing commitments, non-solicitation provisions and regulatory milestones such as expiration of the Hart-Scott-Rodino waiting period. For bondholders, the December 9, 2025 Form 8-K explains changes to the conversion features of the company’s 2027 and 2030 convertible senior notes following the merger.
On Stock Titan, these filings can be viewed alongside AI-powered summaries that explain key sections in accessible language, helping users quickly understand how PROS reported its financial condition, structured its acquisition by Thoma Bravo and completed the delisting and deregistration of the PRO common stock.
PROS Holdings, Inc. received an updated beneficial ownership report from The Bank of Nova Scotia as of 12/31/2025. The bank reports beneficial ownership of 47,827 shares of PROS common stock, representing 0.10% of the outstanding class. The Bank of Nova Scotia has sole voting and sole dispositive power over all 47,827 shares and no shared voting or shared dispositive power.
The filing confirms that The Bank of Nova Scotia is a Canadian federal-level institution reporting as a parent holding company and that its ownership represents 5 percent or less of PROS Holdings’ common stock.
PROS Holdings, Inc. received a beneficial ownership report from Glazer Capital, LLC and its managing member, Paul J. Glazer, regarding the company’s common stock. The filing states that, as of the relevant reporting date, the reporting persons beneficially own 0 shares, representing 0% of the outstanding common stock.
The report notes that the reporting persons may previously have been deemed to beneficially own more than five percent of the class but have now ceased to be beneficial owners of more than five percent. They also certify that the securities referenced were not acquired and are not held for the purpose of changing or influencing control of PROS Holdings.
PROS Holdings, Inc. director Catherine Lesjak reported the cash-out of her equity in connection with the merger of PROS Holdings with Project Portofino Parent LLC. On 12/09/2025 she disposed of 28,103 shares of common stock at $23.25 per share, receiving cash under the merger terms and leaving her with no directly held common shares. In addition, 11,262 restricted stock units that were scheduled to fully vest at the earlier of the 2026 annual meeting or May 8, 2026 were automatically accelerated at the merger closing and then cancelled in exchange for a $23.25 per-share cash payment.
PROS Holdings, Inc. director Katie May reported the cash-out of her equity in connection with the company’s merger. On December 9, 2025, she disposed of 1,495 shares of common stock at $23.25 per share under the merger agreement with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc., leaving her with no directly held common shares.
On the same date, 11,262 restricted stock units (RSUs), each representing the right to receive one share of PROS common stock, were fully vested automatically at the closing of the merger and were then cancelled in exchange for a $23.25 cash payment per underlying share. The RSUs had originally been scheduled to vest on the earlier of the company’s 2026 annual meeting or May 8, 2026.
PROS Holdings, Inc. director Greg Petersen reported the cash-out of his equity in connection with the company’s merger. On December 9, 2025, he disposed of 125,170 shares of common stock at $23.25 per share under the Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc., leaving him with no directly held common shares.
In addition, 11,262 restricted stock units that were scheduled to vest at the earlier of the 2026 annual meeting or May 8, 2026 were automatically accelerated at the merger closing and cancelled in exchange for a cash payment of $23.25 per underlying share.
PROS Holdings, Inc. director Raja Hammoud reported the cash-out of company stock and restricted stock units in connection with the closing of a merger. On 12/09/2025, Hammoud disposed of 27,955 shares of PROS common stock at $23.25 per share, receiving cash under a previously agreed merger arrangement. Following this transaction, no PROS shares were reported as beneficially owned.
On the same date, Hammoud’s 11,262 restricted stock units were automatically accelerated and then cancelled as part of the merger, with each unit converted into the right to receive $23.25 in cash, matching the common stock merger consideration. The filing notes these equity changes were carried out under the Agreement and Plan of Merger involving PROS Holdings, Inc., Project Portofino Parent LLC and Project Portofino Merger Sub, Inc.
PROS Holdings, Inc. reported an insider equity transaction tied to its merger with Project Portofino Parent LLC. Director John R. Strosahl disposed of 3,614 shares of common stock on 12/09/2025 in exchange for a cash payment of $23.25 per share under the merger agreement. In addition, 11,262 restricted stock units (RSUs), each representing the right to receive one share of common stock, were fully accelerated at the merger closing and then cancelled for the same $23.25 per share cash consideration. Following these transactions, Strosahl no longer beneficially owned PROS common stock.
PROS Holdings, Inc. director Leland T. Jourdan reported the cash-out of his equity in connection with the company’s merger under an Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. On 12/09/2025, he disposed of 14,947 shares of common stock at $23.25 per share and his equity stake in the company’s common stock became zero following the transaction.
On the same date, 11,262 restricted stock units (RSUs), each representing the right to receive one share of common stock, were automatically accelerated at the closing of the merger and cancelled in exchange for a cash payment of $23.25 per underlying share. These RSUs had been scheduled to vest on the earlier of the company’s 2026 annual meeting or May 8, 2026, but vested early because of the merger closing.
PROS Holdings, Inc. director Timothy V. Williams reported the cash-out of his equity in connection with the closing of a merger involving PROS, Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. On December 9, 2025, he disposed of 130,179 shares of PROS common stock at $23.25 per share, leaving him with no directly owned common shares. In addition, 11,262 restricted stock units (RSUs), which had been scheduled to fully vest on the earlier of the 2026 annual meeting or May 8, 2026, were automatically accelerated at the merger closing and then cancelled in exchange for a cash payment of $23.25 per underlying share.
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