Every 8-K that Pros Holdings, Inc. (PRO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PRO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PRO filings page.
PROS Holdings, Inc. completed its sale to investment funds affiliated with Thoma Bravo, L.P., with all outstanding common shares converted into the right to receive $23.25 in cash per share, valuing the equity at approximately $1.13 billion. The company is now a wholly owned subsidiary of Portofino Parent, LLC and has begun the process to delist its stock from the New York Stock Exchange and terminate its SEC reporting obligations.
The Merger triggered a Fundamental Change under PROS’ 2.25% 2027 and 2.50% 2030 convertible notes. Holders may require the company to repurchase their notes at 100% of principal plus accrued interest on January 8, 2026, or convert during the Make-Whole Fundamental Change period. Converting noteholders receive cash only, equal to the applicable conversion rate, resulting in $555.99 per $1,000 principal of 2027 notes and $1,307.87 per $1,000 principal of 2030 notes. The company also repaid and terminated its existing credit agreement and ended its equity and employee stock purchase plans.
PROS Holdings, Inc. reported the results of a special stockholder meeting held on December 4, 2025 to vote on its previously announced merger with Project Portofino Parent LLC. Of 48,297,780 common shares entitled to vote as of the October 27, 2025 record date, 32,845,275 shares were present or represented by proxy, representing 68% of eligible votes and establishing a quorum.
Stockholders overwhelmingly approved the Merger Proposal, with 32,757,830 votes for, 60,712 against, and 26,733 abstentions, clearing a key step toward completing the merger, under which PROS will become a wholly owned subsidiary of Parent. They also approved, on a non-binding advisory basis, the Compensation Proposal related to payments to named executive officers in connection with the merger, with 32,208,218 votes for, 448,642 against, and 188,415 abstentions. Because the merger was approved, a proposal to adjourn the meeting, if needed, was not acted upon.
PROS Holdings, Inc. reports a key regulatory milestone for its planned acquisition by Portofino Parent, LLC. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired effective 11:59 p.m. Eastern Time on November 24, 2025, satisfying one of the conditions required to close the merger.
The company notes that closing still depends on other conditions, including adoption of the merger agreement by PROS stockholders. Completion of the merger is expected to occur in the fourth quarter of 2025, subject to these remaining conditions and the terms of the merger agreement.
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, 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.
PROS Holdings, Inc. agreed to be acquired by investment funds affiliated with Thoma Bravo for $23.25 per share in cash, with a newly formed Parent (Portofino Parent, LLC) and Merger Sub completing a merger that will leave PROS as a wholly owned subsidiary of Parent. The filing describes treatment of equity awards: vested MSUs become cash replacement MSU amounts subject to existing vesting/settlement rules and payroll payment; unvested, non-earned MSUs will be cancelled without payment. The Company Stock Purchase Plan will stop new enrollments, terminate at a Final Exercise Date no later than five business days before the Effective Time, and leftover payroll contributions will be refunded. The filing also references actions to repurchase Convertible Notes as a result of the transactions and lists customary risks that could prevent or delay closing, including shareholder approval, regulatory approvals, potential termination fees, operational disruption and litigation.
PROS Holdings, Inc. announced it has entered a definitive Agreement and Plan of Merger with Portofino Parent, LLC and Portofino Merger Sub, entities formed by investment funds affiliated with Thoma Bravo, L.P., under which the merger subsidiary will merge into PROS and PROS will become a wholly owned subsidiary of Parent. The agreement provides for the acquisition of all outstanding PROS common stock for $23.25 per share. The filing lists customary closing conditions including stockholder approval and required regulatory approvals and emphasizes multiple risks that could delay or prevent completion, trigger termination fees, or otherwise affect PROS’s business and operations. A press release is attached as Exhibit 99.1 and the filing is signed by PROS’s General Counsel and Secretary.
PROS Holdings (NYSE:PRO) issued $235.0 million in 2.50% Convertible Senior Notes due 2030. The notes will bear interest payable semiannually, with initial conversion rate of 48.8293 shares per $1,000 principal (approximately $20.48 per share). The company also entered into capped call transactions to reduce potential dilution.
Key terms include: conversion options before April 1, 2030 under specific conditions, company's right to redeem after July 3, 2028 if stock price exceeds 130% of principal, and holders' right to require repurchase upon fundamental changes. Net proceeds were approximately $48.8 million before expenses, with $27.9 million used for capped call transactions.