[Form 4] Pros Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Scott William Cook, Senior Vice President and Chief Accounting Officer of PROS Holdings, Inc. (PRO), reported transactions tied to the vesting of restricted stock units and a small sale on 09/02/2025. The filing shows 608 shares were acquired following the vesting of RSUs and 240 shares were disposed of the same day, with the market close price cited as $15.28. The report states the actual vest date fell on a holiday so the transactions occurred on the next business day. After these transactions, Mr. Cook beneficially owns 66,997 shares (direct) and holds 102,816 shares when including vested and outstanding RSUs.

Positive

• Transparent reporting of RSU vesting and subsequent sale consistent with Section 16 requirements
• Alignment of executive compensation through continued RSU awards and vesting

Negative

• Minor disposition of 240 shares on the vesting date (transaction code F) reducing direct holdings slightly

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting and a modest sale; not material to PRO's capitalization.

The Form 4 documents standard compensation mechanics: an RSU tranche vested and converted into 608 shares, and 240 shares were sold the same day at the close price of $15.28. These volumes are small relative to total shares outstanding (not stated here) and reflect customary insider activity tied to compensation and likely tax or diversification events. No derivative exercises, option grants, or unusual transactions are disclosed beyond the RSU vesting schedule referenced in the explanations.

Corporate Governance Expert

TL;DR: Disclosure is timely and follows standard Section 16 reporting for vested RSUs; governance implications are routine.

The filing identifies Mr. Cook's role and relationship to the issuer and reports the eleventh tranche of a multi-year RSU award originally granted March 1, 2022, plus a breakdown of remaining unvested RSUs across award dates. The clear vesting schedule and the reporting of both acquisition and disposition on the same business day meet Section 16 transparency expectations. There are no indications of plans or transactions that would raise governance concerns based on the content provided.

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).

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^*

Cook Scott William

(Last) (First) (Middle)

3200 KIRBY DR., SUITE 600

(Street)

HOUSTON 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)
	Sr.VP,Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025(1)		M		608	A	$15.28(2)	66,997	D
Common Stock	09/02/2025(1)		F		240	D	$15.28(2)	66,757	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	(3)	09/02/2025(1)		M			608	(4)	(4)	Common Stock	608	$0	102,816(5)	D

Explanation of Responses:

1. The actual vest date occurred on Monday, September 1, 2025 (Labor Day) and therefore the transaction occurred on the first business day thereafter.

2. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on September 2, 2025.

3. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.

4. This is the eleventh tranche of an award granted on March 1, 2022, in the amount of 9,718 RSUs.

5. Includes: (i) 2,528 unvested RSUs awarded 1/10/22 - vests at 25% after 1-year on the anniversary date and the remainder vesting at 6.25% on the 10th day of the 1st month of each quarter thereafter; (ii) 1,216 unvested RSUs awarded 3/1/22 vests at 25% after 1- year on the anniversary date and the remainder vesting at6.25% after the completion of each 3-month calendar period thereafter;(iii) 13,890 unvested RSUs awarded 1/12/23 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter;(iv) 17,767 unvested RSUs awarded 1/12/24 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter; and (v) 67,415 unvested RSUs awarded 1/15/25 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of6.25% on the 15th day of the 1st month of each quarter thereafter.

Remarks:

	Chris Chaffin, attorney-in-fact for Scott William Cook	09/03/2025
	** 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 transactions did PRO (PRO) report for Scott William Cook on 09/02/2025?

The Form 4 shows 608 shares acquired due to RSU vesting and 240 shares disposed on 09/02/2025, with the close price noted as $15.28.

How many PRO shares does Scott Cook beneficially own after the reported transactions?

The filing states Mr. Cook beneficially owns 66,997 shares directly and 102,816 shares when including vested and outstanding RSUs.

What caused the transactions to be reported on 09/02/2025 instead of 09/01/2025?

The explanation says the actual vest date occurred on Monday, September 1, 2025 (Labor Day), so the transaction occurred on the first business day thereafter, 09/02/2025.

What is the nature of the RSU award disclosed in the Form 4 for PRO?

Each RSU represents the contingent right to receive one share of PRO common stock; the disclosed tranche was the eleventh tranche of an award granted 03/01/2022 for 9,718 RSUs.

What price was used for the reported transactions in the PRO Form 4?

The price reported represents the closing market price of $15.28 for PRO common stock on 09/02/2025.