PROS CFO files Form 4: tax sales at $22.96 and $22.94

Rhea-AI Filing Summary

PROS Holdings (PRO) EVP and CFO Stefan B. Schulz filed a Form 4 reporting RSU vesting and related tax withholdings. On 10/10/2025, 2,916 shares were acquired upon RSU vesting at a reference price of $22.96. On 10/13/2025, additional RSUs vested for 4,630 and 4,263 shares at a reference price of $22.94. To cover taxes (Code F), 1,330, 2,112, and 1,944 shares were withheld/sold. Following these transactions, Schulz directly owns 297,674 shares of common stock and holds 172,307 RSUs outstanding.

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^*

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)
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		2,916	A	$22.96(1)	294,167	D
Common Stock	10/10/2025		F		1,330	D	$22.96(1)	292,837	D
Common Stock	10/13/2025(2)		M		4,630	A	$22.94(3)	297,467	D
Common Stock	10/13/2025(2)		F		2,112	D	$22.94(3)	295,355	D
Common Stock	10/13/2025(2)		M		4,263	A	$22.94(3)	299,618	D
Common Stock	10/13/2025(2)		F		1,944	D	$22.94(3)	297,674	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			2,916	(5)	(5)	Common Stock	2,916	$0	181,200(6)	D
Restricted Stock Units	(4)	10/13/2025		M			4,630	(7)	(7)	Common Stock	4,630	$0	176,570(8)	D
Restricted Stock Units	(4)	10/13/2025		M			4,263	(9)	(9)	Common Stock	4,263	$0	172,307(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 46,656 RSUs.

6. Includes: (i) 2,916 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) 27,780 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) 42,639 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.

7. This is the eighth tranche of an award granted on January 12, 2023, in the amount of 74,074 RSUs.

8. This amount includes everything listed in Footnote 6, but the share count shown in item "(ii)" is changed to 23,150.

9. This is the fourth tranche of an award granted on January 12, 2024, in the amount of 68,220 RSUs.

10. This amount includes everything in Footnote 6, but the shares shown in item "(ii)" is changed to 23,150 and the shares shown in "(iii)" is changed to 38,376.

Remarks:

	Chris Chaffin, attorney-in-fact for Stefan B. Schulz	10/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did PRO (PROS Holdings) disclose in this Form 4?

The EVP and CFO, Stefan B. Schulz, reported RSU vesting and tax-related share sales/withholdings on 10/10/2025 and 10/13/2025.

How many RSU shares vested for PRO's CFO and when?

2,916 shares vested on 10/10/2025; 4,630 and 4,263 shares vested on 10/13/2025.

What were the tax withholding sales reported by PRO's CFO?

Code F transactions covered taxes for 1,330, 2,112, and 1,944 shares at reference prices of $22.96 and $22.94.

What is the CFO’s current direct ownership in PRO shares?

Following the reported transactions, he directly owns 297,674 shares of PRO common stock.

How many RSUs does the PRO CFO still hold after these transactions?

He holds 172,307 RSUs outstanding after the reported vesting events.

What do the transaction codes M and F mean in this context?

Code M reflects RSU share delivery on vesting; Code F reflects shares withheld/sold to satisfy taxes.