Pros Holdings SEC Filings

PROS Holdings, Inc. received an updated ownership report on its common stock from Alyeska Investment Group and related reporting persons on a Schedule 13G/A. The group reports beneficial ownership of 1,434,931 shares of common stock, representing 2.97% of the outstanding class, based on 48,297,780 shares outstanding as referenced from a recent Form 10-Q. The filing states that the reporting persons share both voting and dispositive power over these shares and have no sole voting or dispositive power. They certify that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of PROS Holdings.

EVR Research LP and EVR Master Fund, LP filed an amended Schedule 13G reporting beneficial ownership of 2,000,000 shares of PROS Holdings, Inc. common stock, equal to 4.1% of the class. The filing shows shared voting and dispositive power over 2,000,000 shares and no sole voting or dispositive power.

The percentage was calculated based on 48,253,392 shares outstanding as of September 19, 2025. The signatory certified the shares were not acquired to change or influence control, indicating a passive investment stance under Schedule 13G.

PROS Holdings, Inc. plans a stockholder vote on its sale to Thoma Bravo affiliates. A special meeting will be held on December 4, 2025 at 2:00 pm CT, conducted online. Stockholders will vote on approving the Merger Agreement with Project Portofino Parent LLC and its Merger Sub, a non-binding advisory compensation vote, and a possible adjournment.

If completed, each share of common stock will be converted into $23.25 in cash, without interest and less applicable taxes. The price reflects a premium of 53.2% to the 30‑day VWAP and 41.7% to the September 19, 2025 close. The board unanimously determined the merger is fair and in the best interests of stockholders and recommends voting FOR all proposals. Approval requires a majority of outstanding shares.

The record date is October 27, 2025, with 48,297,780 shares outstanding. Qatalyst Partners delivered a fairness opinion on the $23.25 per share consideration. Parent’s equity commitment totals up to $1.571 billion. Required approvals include HSR (initial waiting period expected to expire November 24, 2025) and certain foreign clearances; Australia has cleared the merger. Appraisal rights are available under Delaware law. Following closing, PROS will be delisted and deregistered.

PROS Holdings (NYSE: PRO) reported Q3 2025 revenue of $91.7 million, up 11% year over year, driven by subscription revenue of $76.0 million (up 13%). Gross margin improved to 69% from 66% as cloud delivery costs were optimized. The quarter recorded a net loss of $4.2 million versus net income of $0.2 million a year ago. For the first nine months, operating cash flow was $15.8 million, up from $3.4 million.

Liquidity remained solid with $188.4 million in cash and cash equivalents and $10.0 million in restricted cash as of September 30, 2025. During Q2 2025, the company exchanged $186.9 million of 2027 notes into new 2030 notes and issued an additional $50.0 million of 2030 notes, then purchased capped calls for $27.9 million. Remaining 2027 notes totaled $79.9 million and 2030 notes totaled $235.0 million. The company entered a Merger Agreement to be acquired by Thoma Bravo for $23.25 per share in cash, expected to close in Q4 2025, subject to shareholder and regulatory approvals.

PROS Holdings, Inc. furnished an 8-K announcing financial results for its quarter ended September 30, 2025. The company provided a press release as Exhibit 99.1 with forward-looking statements and related cautions.

The information under Item 2.02, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act and is not incorporated by reference except as expressly stated in future filings.

PROS Holdings (PRO)10/10/2025, 1,264 shares were acquired upon RSU vesting (code M) and 498 shares were withheld for taxes (code F) at $22.96 (closing price). On 10/13/2025, additional RSUs vested in two tranches of 2,315 and 1,776 shares (code M), with tax withholdings of 911 and 699 shares (code F) at $22.94 (closing price).

The filing notes the actual vest date fell on Sunday, October 12, 2025, so transactions posted the next business day. Following these events, Cook directly owns 70,004 shares.

PROS Holdings (PRO) EVP and CFO Stefan B. Schulz filed a Form 4 reporting RSU vesting and related tax withholdings. On 10/10/2025, 2,916 shares were acquired upon RSU vesting at a reference price of $22.96. On 10/13/2025, additional RSUs vested for 4,630 and 4,263 shares at a reference price of $22.94. To cover taxes (Code F), 1,330, 2,112, and 1,944 shares were withheld/sold. Following these transactions, Schulz directly owns 297,674 shares of common stock and holds 172,307 RSUs outstanding.

Bank of Nova Scotia reported beneficial ownership of 2,591,261 shares of PROS Holdings, Inc. That holding represents 5.18% of the outstanding common stock and gives the bank sole voting and dispositive power over these shares. The filing is made on a Schedule 13G for the reporting period ending 09/30/2025, and classifies the filer as a parent holding company organized in Canada. The filing states the position is not held on behalf of another person and no group affiliation or subsidiary acquisition is reported.

The statement includes a certification that the foreign regulatory scheme applicable to the filer is substantially comparable to U.S. regulation and is signed by Raj Sachdeva, Vice President, Head of GBM&T, Compliance Canada, dated 10/06/2025. The filing discloses full sole voting and dispositive power for the reported shares and notes no shared powers.

PROS Holdings, Inc. filed a Current Report on Form 8-K disclosing a press release that outlines the company's strategic plans following the proposed acquisition by Thoma Bravo (the "Merger"). The filing reiterates that the Merger is planned but not certain and identifies numerous risks: the Merger may not close or may be delayed, required stockholder and regulatory approvals may not be obtained, the agreement could be terminated (potentially triggering a termination fee), and the announcement or pendency may disrupt operations or lead to unexpected costs. The company directs investors to its prior 2024 Form 10-K and 2025 proxy filings for additional risk-factor detail and says forward-looking statements speak only as of the date of the filing.