PROS Holdings (NYSE: PRO) director equity cashed out at $23.25 per share

Rhea-AI Filing Summary

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.

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
Estimated average burden
hours per response:			0.5

X

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^*

STROSAHL JOHN

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		D		3,614	D	$23.25(1)	0	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)	12/09/2025		D			11,262	(3)	(3)	Common Stock	11,262	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger between PROS Holdings, Inc., Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. (the "Merger Agreement") in exchange for a cash payment of $23.25 per share.

2. Prior to cancellation, each restricted stock unit ("RSU") represented the contingent right to receive one share of Issuer common stock.

3. These RSUs, which provided for full vesting on the earlier of the date of the Issuer's 2026 annual meeting and May 8, 2026, were automatically accelerated effective as of the closing of the merger contemplated by the Merger Agreement and were cancelled in exchange for a cash payment of $23.25 per share.

Remarks:

	Chris Chaffin, attorney-in-fact for John R. Strosahl	12/11/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction was reported for PROS Holdings (PRO)?

The filing reports that director John R. Strosahl disposed of 3,614 shares of PROS Holdings common stock on 12/09/2025 for $23.25 per share in connection with the company’s merger.

How were John R. Strosahl’s PROS Holdings RSUs treated in the merger?

Strosahl held 11,262 restricted stock units. These RSUs fully vested at the closing of the merger and were then cancelled in exchange for a cash payment of $23.25 per underlying share.

What is the significance of the $23.25 price in the PROS Holdings (PRO) Form 4?

The $23.25 per share price represents the cash consideration paid for both the 3,614 common shares and the shares underlying 11,262 RSUs pursuant to the merger agreement with Project Portofino Parent LLC.

Did John R. Strosahl retain any PROS Holdings shares after this transaction?

No. The Form 4 shows that after the reported transactions, Strosahl held 0 shares of PROS Holdings common stock beneficially owned.

Why did the PROS Holdings (PRO) director’s RSUs vest early?

The RSUs were scheduled to fully vest on the earlier of the 2026 annual meeting date or May 8, 2026, but the filing states they were automatically accelerated effective at the closing of the merger and then cashed out.

What corporate event triggered the PROS Holdings insider cash-out at $23.25 per share?

The transactions were completed under the Agreement and Plan of Merger among PROS Holdings, Inc., Project Portofino Parent LLC, and Project Portofino Merger Sub, Inc., which provided for a $23.25 per share cash payment.