PROS Holdings (PRO) director exits position as shares, RSUs paid $23.25 in cash

Rhea-AI Filing Summary

PROS Holdings, Inc. director Jennifer S. Biry reported the cash-out of her 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. Her 7,121 shares of common stock were disposed of on 12/09/2025 at $23.25 per share in cash, leaving her with no directly owned common shares.

In addition, 11,262 restricted stock units (RSUs), each representing the right to receive one share of PROS common stock, were fully accelerated effective as of the merger closing and then cancelled in exchange for a cash payment of $23.25 per underlying share. After these transactions, she no longer held derivative securities related to PROS common stock.

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^*

Biry Jennifer S

(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		7,121	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:

	Christopher C. Chaffin, attorney-in-fact for Jennifer S. Biry	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 in this Form 4?

The filing reports that director Jennifer S. Biry disposed of 7,121 shares of PROS Holdings, Inc. common stock on 12/09/2025 in connection with the company’s merger, receiving $23.25 per share in cash.

How were Jennifer S. Biry’s PROS (PRO) restricted stock units treated in the merger?

She held 11,262 restricted stock units (RSUs) that each represented one share of PROS common stock. These RSUs were automatically accelerated at the merger closing and then cancelled in exchange for a cash payment of $23.25 per underlying share.

What was the merger consideration per share for PROS Holdings, Inc. (PRO)?

Under the Agreement and Plan of Merger between PROS Holdings, Inc., Project Portofino Parent LLC and Project Portofino Merger Sub, Inc., common stock and the accelerated RSUs described in the filing were exchanged for $23.25 in cash per share.

Does Jennifer S. Biry hold any PROS (PRO) common stock after this Form 4 transaction?

No. After disposing of 7,121 shares of common stock at $23.25 per share, the filing shows she held 0 shares of PROS common stock directly.

Does Jennifer S. Biry hold any PROS (PRO) derivative securities after the merger-related transactions?

No. Following the acceleration and cash cancellation of 11,262 RSUs at $23.25 per underlying share, the filing reports 0 derivative securities beneficially owned.

What role does Jennifer S. Biry have at PROS Holdings, Inc. (PRO)?

The filing identifies Jennifer S. Biry as a director of PROS Holdings, Inc. at the time of the reported transactions.