PROS Holdings (NYSE: PRO) director exits stake at $23.25 in cash merger

Rhea-AI Filing Summary

PROS Holdings, Inc. director Catherine Lesjak reported the cash-out of her equity in connection with the merger of PROS Holdings with Project Portofino Parent LLC. On 12/09/2025 she disposed of 28,103 shares of common stock at $23.25 per share, receiving cash under the merger terms and leaving her with no directly held common shares. In addition, 11,262 restricted stock units that were scheduled to fully vest at the earlier of the 2026 annual meeting or May 8, 2026 were automatically accelerated at the merger closing and then cancelled in exchange for a $23.25 per-share cash payment.

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^*

LESJAK CATHERINE A

(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		28,103	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 Catherine Lesjak	12/11/2025
	** 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 insider transaction did PROS Holdings (PRO) disclose in this Form 4?

The filing reports that director Catherine Lesjak disposed of 28,103 shares of PROS Holdings common stock on 12/09/2025 in exchange for a $23.25 per-share cash payment as part of a merger transaction.

How were Catherine Lesjak’s PROS Holdings (PRO) restricted stock units treated in the merger?

11,262 restricted stock units (RSUs) that had been scheduled to vest at the earlier of the issuer’s 2026 annual meeting or May 8, 2026 were automatically accelerated at the closing of the merger and then cancelled in exchange for a $23.25 per-share cash payment.

What merger affected the PROS Holdings (PRO) insider’s equity in this filing?

The equity disposition occurred pursuant to the Agreement and Plan of Merger among PROS Holdings, Inc., Project Portofino Parent LLC and Project Portofino Merger Sub, Inc., which provided for a cash payment of $23.25 per share.

What is Catherine Lesjak’s reported PROS Holdings (PRO) share ownership after this transaction?

Following the reported transactions, the filing shows that Catherine Lesjak beneficially owned 0 shares of PROS Holdings common stock directly.

What was Catherine Lesjak’s role at PROS Holdings (PRO) at the time of the Form 4?

The Form 4 identifies Catherine Lesjak as a director of PROS Holdings, Inc., and the filing is made on behalf of one reporting person.

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

The form includes a checkbox to indicate transactions under a Rule 10b5-1(c) trading plan, but the excerpt does not show that this box was checked for the reported merger-related cash-out.