PROS Holdings (NYSE: PRO) CEO stock, RSUs and MSUs cashed out at $23.25 in merger

Rhea-AI Filing Summary

PROS Holdings, Inc. reported that its CEO and President, who is also a director, filed a Form 4 for transactions tied to the company’s merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. On 12/09/2025, the reporting person disposed of 76,921 shares of common stock at $23.25 per share in cash under the Merger Agreement. In connection with the same merger, 211,389 restricted stock units, each previously representing one share of common stock, were cancelled and converted into a contingent right to receive $23.25 per unit, subject to their original vesting schedule. Additionally, 420,585 market stock units tied to common stock were cancelled, with 17% of the earned units paid in cash at $23.25 per unit and the remaining earned units converted into a right to receive $23.25 per unit, subject to their original settlement conditions.

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^*

Cotten Jeffrey 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)

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

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		76,921	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			211,389	(3)	(3)	Common Stock	211,389	$0	0	D
Market Stock Units	(4)	12/09/2025		D			420,585	(5)	(5)	Common Stock	420,585	$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, awarded June 3, 2025 provided for vesting of 25% on June 2, 2026, with the remainder vesting at the rate of 6.25% on the 2nd day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.

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

5. These MSUs, awarded June 2, 2025, which provided for settlement on June 30, 2028 were cancelled pursuant to the Merger Agreement. The attainment in the adjusted performance period resulted in 186.53% of the target MSUs being earned with 17% of these earned units being satisfied by payment of cash of $23.25 per unit. The remaining earned units were converted into the right to receive $23.25 per unit subject to the original settlement conditions.

Remarks:

	Christopher C. Chaffin, attorney-in-fact for Jeffrey B. Cotten	12/11/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did PRO (PROS Holdings, Inc.) disclose in this Form 4?

The filing shows the CEO and President, who is also a director, disposed of 76,921 shares of PROS Holdings common stock on 12/09/2025 for a cash payment of $23.25 per share under the company’s Merger Agreement.

How were PRO (PROS Holdings, Inc.) restricted stock units affected by the merger?

The filing reports that 211,389 restricted stock units (RSUs), each representing one share of common stock, were cancelled pursuant to the Merger Agreement and converted into a contingent right to receive $23.25 per unit, subject to the RSUs’ original vesting conditions.

What happened to the PRO (PROS Holdings, Inc.) market stock units in this filing?

The filing states that 420,585 market stock units (MSUs) were cancelled under the Merger Agreement. An adjusted performance period resulted in 186.53% of target MSUs being earned, with 17% of those earned units paid in cash at $23.25 per unit and the remaining earned units converted into a right to receive $23.25 per unit, subject to the original settlement conditions.

What was the original vesting schedule for the PRO (PROS Holdings, Inc.) RSUs mentioned in the filing?

The filing notes that the RSUs awarded on June 3, 2025 were scheduled to vest 25% on June 2, 2026, with the remaining portion vesting at 6.25% on the 2nd day of the first month of each subsequent quarter.

What was the original settlement date for the PRO (PROS Holdings, Inc.) MSUs?

The filing explains that the MSUs awarded on June 2, 2025 were originally scheduled for settlement on June 30, 2028 before being cancelled and converted to cash and cash-settlement rights at $23.25 per unit under the Merger Agreement.

Does PRO (PROS Holdings, Inc.) receive any proceeds from these insider transactions?

The transactions described involve the CEO and President’s common stock, RSUs, and MSUs being cancelled or cashed out at $23.25 per share or unit pursuant to the Merger Agreement, reflecting consideration to the holder in connection with the merger.