PROS Holdings (PRO) director exits stake as shares and RSUs paid $23.25 in merger

Rhea-AI Filing Summary

PROS Holdings, Inc. director Leland T. Jourdan reported the cash-out of his equity in connection with the company’s merger under an Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. On 12/09/2025, he disposed of 14,947 shares of common stock at $23.25 per share and his equity stake in the company’s common stock became zero following the transaction.

On the same date, 11,262 restricted stock units (RSUs), each representing the right to receive one share of common stock, were automatically accelerated at the closing of the merger and cancelled in exchange for a cash payment of $23.25 per underlying share. These RSUs had been scheduled to vest on the earlier of the company’s 2026 annual meeting or May 8, 2026, but vested early because of the merger closing.

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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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^*

Jourdan Leland

(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		14,947	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 Leland T. Jourdan	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).
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FAQ

What insider transaction did PROS (PRO) disclose for Leland T. Jourdan?

The filing shows that director Leland T. Jourdan disposed of all his 14,947 shares of PROS Holdings, Inc. common stock on 12/09/2025 in connection with a merger-related cash transaction at $23.25 per share, leaving him with 0 shares beneficially owned.

How were Leland T. Jourdan’s PROS (PRO) restricted stock units treated in the merger?

11,262 RSUs held by Leland T. Jourdan were automatically accelerated effective at the closing of the merger and then cancelled in exchange for a cash payment of $23.25 per underlying share. Each RSU had represented the contingent right to receive one share of PROS common stock.

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

The transactions are described as occurring pursuant to an Agreement and Plan of Merger among PROS Holdings, Inc., Project Portofino Parent LLC and Project Portofino Merger Sub, Inc., with equity being cashed out at $23.25 per share upon closing.

What was Leland T. Jourdan’s role at PROS (PRO) according to the filing?

The filing identifies Leland T. Jourdan as a Director of PROS Holdings, Inc. and notes that the Form 4 was filed for one reporting person.

When were the PROS (PRO) RSUs originally scheduled to vest for Leland T. Jourdan?

The 11,262 RSUs were scheduled to fully vest on the earlier of the date of PROS’s 2026 annual meeting and May 8, 2026, but they vested early and were cancelled at the merger closing in exchange for cash.

Was the PROS (PRO) insider transaction linked to Rule 10b5-1 trading plans?

The form includes a checkbox for indicating transactions made under a Rule 10b5-1(c) trading plan, but the content provided does not show that this box was checked for Leland T. Jourdan’s transaction.