PROS Holdings (PRO) CFO equity awards cashed out and cancelled in $23.25 merger

Rhea-AI Filing Summary

PROS Holdings, Inc. reported that its EVP and CFO, Stefan B. Schulz, disposed of 297,674 shares of common stock on December 9, 2025 at a cash price of $23.25 per share, in connection with a merger transaction under the Merger Agreement with Project Portofino entities. Following this transaction, he no longer directly owns common stock.

The filing also shows the cancellation of multiple blocks of restricted stock units (RSUs) and market stock units (MSUs) on the same date. RSUs granted in 2022, 2023, 2024, and January 2025 were cancelled and converted into contingent cash rights of $23.25 per unit, payable as their original vesting schedules are met. MSUs granted in January 2025 were cancelled after 93.12% of target units were earned; 30% of the earned units are to be settled in cash at $23.35 per unit, with the remainder converted into contingent cash rights at $23.25 per unit tied to the 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^*

Schulz Stefan 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

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		297,674	A	$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			107,865	(3)	(3)	Common Stock	107,865	$0	0	D
Restricted Stock Units	(2)	12/09/2025		D			38,376	(4)	(4)	Common Stock	38,376	$0	0	D
Restricted Stock Units	(2)	12/09/2025		D			23,150	(5)	(5)	Common Stock	23,150	$0	0	D
Restricted Stock Units	(2)	12/09/2025		D			2,916	(6)	(6)	Common Stock	2,916	$0	0	D
Market Stock Units	(7)	12/09/2025		D			66,962	(8)	(8)	Common Stock	66,962	$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 Jan 15, 2025 provided for vesting at 25% after 1-year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 15th day of the 1st 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. These RSUs, awarded Jan 12, 2024 provided for vesting of 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.235% on the 12th 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.

5. These RSUs, awarded Jan 12, 2023 provided for vesting at 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.235% on the 12th 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.

6. These RSUs, awarded Jan 10, 2022 provided for vesting at 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.25% on the 10th 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.

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

8. These MSUs, awarded January 15, 2025 provided for a settlement date of January 31, 2028, were cancelled pursuant to the Merger Agreement. The attainment in the adjusted performance period resulted in 93.12% of the target MSUs being earned with 30% of these earned units being satisfied by payment of cash of $23.35 per unit. The remaining earned units were converted into the contingent right to receive $23.25 per unit subject to the original settlement conditions.

Remarks:

	Chris Chaffin, attorney-in-fact for Stefan B. Schulz	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 (PRO) report for its EVP and CFO?

The EVP and CFO, Stefan B. Schulz, disposed of 297,674 shares of PROS common stock on December 9, 2025 for a cash payment of $23.25 per share in connection with a merger.

How were Stefan B. Schulz’s RSUs in PROS (PRO) treated in the merger?

Restricted stock units granted in 2022, 2023, 2024 and January 2025 were cancelled under the Merger Agreement and converted into contingent rights to receive $23.25 in cash per unit, payable as the original vesting conditions are satisfied.

What happened to the market stock units (MSUs) held by the PRO (PROS Holdings) CFO?

MSUs awarded on January 15, 2025 were cancelled. Based on performance, 93.12% of target MSUs were earned; 30% of these earned units will be paid in cash at $23.35 per unit, with remaining earned units converted into contingent cash rights at $23.25 per unit subject to the original settlement conditions.

Does the PROS (PRO) Form 4 show any remaining equity owned by the EVP and CFO after the merger transactions?

After the reported sale of 297,674 common shares and the cancellation of RSUs and MSUs on December 9, 2025, the filing lists 0 shares and 0 derivative securities beneficially owned directly.

What merger consideration per share is implied for PROS (PRO) common stock and equity awards?

Common stock disposed of by the EVP and CFO and equity awards cancelled under the Merger Agreement reference cash consideration of $23.25 per share or unit, with a portion of earned MSUs settled at $23.35 per unit.

What role does Stefan B. Schulz hold at PROS (PRO) according to this filing?

The reporting person, Stefan B. Schulz, is identified as an officer of PROS Holdings, Inc., serving as EVP and CFO, and filed the Form 4 as a single reporting person.