PROS Holdings (NYSE: PRO) director exits position as merger pays $23.25 per share

Rhea-AI Filing Summary

PROS Holdings, Inc. director Raja Hammoud reported the cash-out of company stock and restricted stock units in connection with the closing of a merger. On 12/09/2025, Hammoud disposed of 27,955 shares of PROS common stock at $23.25 per share, receiving cash under a previously agreed merger arrangement. Following this transaction, no PROS shares were reported as beneficially owned.

On the same date, Hammoud’s 11,262 restricted stock units were automatically accelerated and then cancelled as part of the merger, with each unit converted into the right to receive $23.25 in cash, matching the common stock merger consideration. The filing notes these equity changes were carried out under the Agreement and Plan of Merger involving PROS Holdings, Inc., Project Portofino Parent LLC and Project Portofino Merger Sub, Inc.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hammoud Raja

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	11,262	$0.00	--
Disposition	Common Stock	27,955	$23.25	$650K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Hammoud Raja

(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		27,955	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 Raja Hammoud	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 did PROS (PRO) disclose in this Form 4?

The filing reports that director Raja Hammoud disposed of 27,955 PROS common shares on 12/09/2025 at a cash price of $23.25 per share in connection with a merger.

How many PROS (PRO) shares did the reporting person own after the transaction?

After the reported merger-related transaction, the filing shows 0 shares of PROS common stock beneficially owned by the reporting person.

What happened to Raja Hammoud’s restricted stock units in PROS (PRO)?

11,262 restricted stock units were automatically accelerated at the merger closing and then cancelled in exchange for a $23.25 cash payment for each underlying share.

What merger agreement is referenced in this PROS (PRO) Form 4?

The transactions were carried out under the Agreement and Plan of Merger among PROS Holdings, Inc., Project Portofino Parent LLC, and Project Portofino Merger Sub, Inc..

Was the PROS (PRO) director transaction related to a Rule 10b5-1 trading plan?

The form includes a checkbox for indicating transactions under a Rule 10b5-1 plan, but the excerpt does not show that this box was marked for this transaction.

Why were the PROS (PRO) restricted stock units accelerated before cancellation?

The RSUs were structured to fully vest on the earlier of the 2026 annual meeting or May 8, 2026, and were automatically accelerated as of the merger closing before being cancelled for cash.