PROS insider files Form 4 for RSU vesting, 70,004 shares owned

Rhea-AI Filing Summary

PROS Holdings (PRO) executive Scott William Cook, Sr. VP & Chief Accounting Officer, filed a Form 4 reporting RSU-related transactions. On 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.

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

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

1. Name and Address of Reporting Person^*

Cook Scott William

(Last) (First) (Middle)

3200 KIRBY DR., SUITE 600

(Street)

HOUSTON 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)
	Sr.VP,Chief Accounting Officer

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

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	10/10/2025		M		1,264	A	$22.96(1)	68,021	D
Common Stock	10/10/2025		F		498	D	$22.96(1)	67,523	D
Common Stock	10/13/2025(2)		M		2,315	A	$22.94(3)	69,838	D
Common Stock	10/13/2025(2)		F		911	D	$22.94(3)	68,927	D
Common Stock	10/13/2025(2)		M		1,776	A	$22.94(3)	70,703	D
Common Stock	10/13/2025(2)		F		699	D	$22.94(3)	70,004	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	(4)	10/10/2025		M			1,264	(5)	(5)	Common Stock	1,264	$0	101,552(6)	D
Restricted Stock Units	(4)	10/13/2025		M			2,315	(7)	(7)	Common Stock	2,315	$0	99,237(8)	D
Restricted Stock Units	(4)	10/13/2025		M			1,776	(9)	(9)	Common Stock	1,776	$0	97,461(10)	D

Explanation of Responses:

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

2. The actual vest date occurred on Sunday, October 12, 2025, and therefore the transaction occurred on the first business day thereafter.

3. The price represents the price of PROS common stock at the close of market on October 13, 2025.

4. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.

5. This is the penultimate tranche of an award granted on January 10, 2022, in the amount of 20,217 RSUs.

6. Includes: (i) 1,264 unvested RSUs awarded 1/10/22 - vests at 25% after 1-year on the anniversary date and the remainder vesting at 6.25% on the 10th day of the 1st month of each quarter thereafter; (ii) 1,216 unvested RSUs awarded 3/1/22 vests at 25% after 1- year on the anniversary date and the remainder vesting at 6.25% after the completion of each 3-month calendar period thereafter; (iii) 13,890 unvested RSUs awarded 1/12/23 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter; (iv) 17,767 unvested RSUs awarded 1/12/24 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter; and (v) 67,415 unvested RSUs awarded 1/15/25 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 15th day of the 1st month of each quarter thereafter.

7. This is the eighth tranche of an award granted on January 12, 2023, in the amount of 37,037 RSUs.

8. This amount includes everything listed in Footnote 6, but the share count shown in item "(iii)" is changed to 11,575.

9. This is the fourth tranche of an award granted on January 12, 2024, in the amount of 29,425 RSUs.

10. This amount includes everything listed in Footnote 6, but the share count shown in item "(iii)" is changed to 11,575 and the shares count in item "(iv)" is changed to 15,991.

Remarks:

	Chris Chaffin, attorney-in-fact for Scott William Cook	10/14/2025
	** 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

What did PRO (PROS Holdings) report on this Form 4?

Sr. VP & Chief Accounting Officer Scott William Cook reported RSU vestings (code M) and tax withholdings (code F) across multiple transactions.

When did the RSUs vest and in what amounts for PRO?

On 10/10/2025: 1,264 shares vested. On 10/13/2025: 2,315 and 1,776 shares vested.

How many shares were withheld for taxes?

On 10/10/2025: 498 shares. On 10/13/2025: 911 and 699 shares.

What prices were used for these transactions?

Prices reflect closing prices: $22.96 on 10/10/2025 and $22.94 on 10/13/2025.

Why are some transactions dated 10/13/2025?

The actual vest date was Sunday, October 12, 2025, so the transactions occurred on the first business day thereafter.

How many PRO shares does the insider own after these transactions?

He directly owns 70,004 shares following the reported transactions.