[Form 4] Pros Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 discloses routine equity transactions by Stefan B. Schulz, EVP & CFO of PROS Holdings, Inc. (PRO) on 10 July 2025.

• 2,916 restricted stock units (RSUs) vested and were converted into common shares (Code M).
• 1,330 shares were withheld for taxes (Code F), leaving a net increase of 1,586 shares.
• Following the transactions, Schulz directly owns 286,414 common shares and holds 193,009 unvested/derivative RSUs.
• The RSU conversion price references the $16.27 closing price on the transaction date.
• The reported vesting represents the 11th tranche of a January 10 2022 grant; multiple additional RSU grants with staggered quarterly vesting schedules remain outstanding.

The filing reflects normal compensation-related vesting rather than an open-market purchase or discretionary sale and therefore has limited market impact.

Positive

• Net increase of 1,586 shares indicates insider continues to accumulate equity, supporting alignment with shareholders.
• No open-market sale; disposals were solely for mandatory tax withholding.

Negative

• Disposal of 1,330 shares (tax withholding) marginally reduces public float, but is routine and immaterial.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU vesting; no discretionary selling; neutral impact.

The CFO’s 2,916-share RSU vesting and tax-withholding sale are standard. Net ownership rose to 286,414 shares, signalling continued insider alignment. Because the shares came from a scheduled tranche and the only sale was automatic for taxes, the event does not imply a valuation view. With more than 193k RSUs still unvested, future quarterly Form 4s should show similar patterns. Overall, it neither strengthens nor weakens the investment thesis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schulz Stefan B

(Last) (First) (Middle)

3200 KIRBY DR., SUITE 600

(Street)

HOUSTON TX 77098

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [ PRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/10/2025		M		2,916	A	$16.27(1)	287,744	D
Common Stock	07/10/2025		F		1,330	D	$16.27(1)	286,414	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	07/10/2025		M			2,916	(3)	(3)	Common Stock	2,916	$0	193,009(4)	D

Explanation of Responses:

1. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on July 10, 2025.

2. Each restricted stock unit represents the contingent right to receive one share of PROS common stock.

3. This is the eleventh tranche of an award granted on January 10, 2022, in the amount of 46,656 RSUs.

4. Includes: (i) 5,832 unvested RSUs awarded January 10, 2022 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter; (ii) 32,410 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; (iii) 46,902 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; and (iv) 107,865 unvested RSUs awarded January 15, 2025 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 15th day of the first month of each quarter thereafter.

Remarks:

	Chris Chaffin, attorney-in-fact for Stefan B. Schulz	07/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many PRO shares does CFO Stefan Schulz now own?

After the July 10 2025 vesting, he holds 286,414 directly owned shares.

What was the transaction price for the RSU conversion?

The RSUs converted at the $16.27 closing price on 10 July 2025.

Were any PRO shares sold on the open market?

No. The 1,330 shares disposed were withheld to cover taxes; no discretionary sale occurred.

How many unvested PRO RSUs remain outstanding for the CFO?

He retains 193,009 unvested RSUs across multiple grants with quarterly vesting schedules.

Does this Form 4 suggest a change in insider sentiment toward PRO?

Likely not; the filing reflects pre-scheduled vesting and mandatory tax withholding, typical of executive compensation plans.