PROS Holdings (NYSE: PRO) director reports $23.25 cash-out of shares and RSUs

Rhea-AI Filing Summary

PROS Holdings, Inc. director Greg Petersen reported the cash-out of his equity in connection with the company’s merger. On December 9, 2025, he disposed of 125,170 shares of common stock at $23.25 per share under the Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc., leaving him with no directly held common shares.

In addition, 11,262 restricted stock units that were scheduled to vest at the earlier of the 2026 annual meeting or May 8, 2026 were automatically accelerated at the merger closing and cancelled in exchange for a cash payment of $23.25 per underlying share.

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Equity compensation and M&A analyst

Form 4 confirms PROS’ cash merger closed, with all of this director’s equity cashed out at $23.25 per share.

The disclosure shows that director Greg Petersen’s 125,170 common shares were converted into cash at $23.25 per share on December 9, 2025, consistent with a completed cash merger. This leaves him with zero directly held common shares, indicating his equity interest was fully extinguished through the transaction.

The filing also details the treatment of 11,262 restricted stock units, which fully vested at the merger closing and were cancelled for $23.25 per underlying share. This is standard equity treatment in a change‑of‑control event and aligns insiders’ outcomes with the cash consideration for other shareholders, but it does not introduce new valuation information beyond the already agreed merger price.

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^*

Petersen Greg

(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		125,170	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 Greg Petersen	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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** 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 Holdings (PRO) report in this Form 4?

The Form 4 reports that director Greg Petersen disposed of 125,170 shares of PROS Holdings common stock on December 9, 2025 in connection with the company’s merger.

At what price were Greg Petersen’s PROS Holdings shares cashed out?

Greg Petersen’s 125,170 common shares were disposed of for a cash payment of $23.25 per share under the merger terms.

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

11,262 restricted stock units (RSUs) fully vested at the merger closing and were cancelled in exchange for a cash payment of $23.25 per underlying share.

Does Greg Petersen hold any PROS Holdings common stock after this reported transaction?

Following the reported merger-related disposition, the Form 4 shows that Greg Petersen beneficially owns 0 shares of PROS Holdings common stock directly.

What agreement governed the cash-out of PROS Holdings (PRO) shares at $23.25?

The equity was cashed out pursuant to the Agreement and Plan of Merger among PROS Holdings, Inc., Project Portofino Parent LLC, and Project Portofino Merger Sub, Inc. at $23.25 per share.

What triggered the acceleration of Greg Petersen’s PROS Holdings RSUs?

The RSUs, which were to vest at the earlier of the 2026 annual meeting or May 8, 2026, were automatically accelerated effective as of the closing of the merger contemplated by the Merger Agreement.