PROS Holdings, Inc. (PRO) director exits 160,269 shares in $23.25-per-share merger cash-out

Rhea-AI Filing Summary

PROS Holdings, Inc. director William Russell reported the cash-out of his equity in connection with the company’s merger. On 12/09/2025, he disposed of 160,269 shares of common stock, including 25,000 shares jointly owned and purchased with his spouse, for $23.25 per share under the Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. Following this transaction, he reported holding no shares of common stock.

On the same date, 11,262 restricted stock units were automatically accelerated as of the merger closing and then cancelled in exchange for a cash payment of $23.25 per underlying share, also leaving no derivative securities reported as beneficially owned.

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^*

Russell William

(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		160,269(1)	D	$23.25(2)	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	(3)	12/09/2025		D			11,262	(4)	(4)	Common Stock	11,262	$0	0	D

Explanation of Responses:

1. This amount includes 25,000 shares jointly owned and purchased by Bill and Patricia Russell.

2. 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.

3. Prior to cancellation, each restricted stock unit ("RSU") represented the contingent right to receive one share of Issuer common stock.

4. 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 William Russell	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 William Russell disposed of 160,269 shares of PROS Holdings common stock and 11,262 restricted stock units on 12/09/2025 in connection with the company’s merger.

What price did William Russell receive for his PROS Holdings (PRO) shares?

His 160,269 common shares were disposed of for a cash payment of $23.25 per share under the merger agreement with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc.

How were William Russell’s restricted stock units in PROS Holdings (PRO) treated?

11,262 restricted stock units vested automatically as of the merger closing and were then cancelled in exchange for a cash payment of $23.25 per underlying share.

Did William Russell retain any PROS Holdings (PRO) common stock after the reported transactions?

No. After the 160,269-share disposition at $23.25 per share, the Form 4 shows he held 0 shares of common stock beneficially owned.

Did this Form 4 for PROS Holdings (PRO) involve jointly owned shares?

Yes. The explanation states that the reported amount included 25,000 shares that were jointly owned and purchased by Bill and Patricia Russell.

What role does William Russell hold at PROS Holdings (PRO)?

William Russell is reported as a director of PROS Holdings, Inc. in the filing.

Who signed the PROS Holdings (PRO) Form 4 and in what capacity?

The Form 4 was signed by Christopher C. Chaffin as attorney-in-fact for William Russell on 12/11/2025.