PROS Holdings (PRO) officer details RSU vesting and 70,372 shares owned

Rhea-AI Filing Summary

PROS Holdings, Inc. senior vice president and chief accounting officer Scott William Cook reported equity award activity involving company stock. On December 1, 2025, 608 shares of common stock were acquired following the exercise of restricted stock units at a reference price of $23.22 per share, and 240 shares were disposed of at the same price. After these transactions, Cook directly beneficially owned 70,372 shares of PROS common stock. He also held 96,853 unvested restricted stock units, representing future rights to receive shares, with multiple awards granted between January 2022 and January 2025 that vest gradually over time based on specified anniversary and quarterly dates.

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)
12/01/2025

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	12/01/2025		M		608	A	$23.22(1)	70,612	D
Common Stock	12/01/2025		F		240	D	$23.22(1)	70,372	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)	12/01/2025		M			608	(3)	(3)	Common Stock	608	$0	96,853(4)	D

Explanation of Responses:

1. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on December 1, 2025

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

3. These is the penultimate tranche of RSUs granted on March 1, 2002, in the amount of 9,718 RSUs.

4. Includes: (i) 1,264 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) 608 unvested RSUs awarded 3/1/22 vests at 25% after 1- year on the anniversary date and the remainder vesting at 6.25% after the completion of each 3-month calendar period thereafter; (iii) 11,575 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) 15,991 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 of 6.25% on the 15th day of the 1st month of each quarter thereafter.

Remarks:

	Chris Chaffin, attorney-in-fact for Scott William Cook	12/02/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did PRO (PROS Holdings, Inc.) report on this Form 4?

The filing reports that officer Scott William Cook, senior vice president and chief accounting officer of PROS Holdings, Inc., acquired and disposed of shares of common stock on December 1, 2025 in connection with restricted stock units.

How many PRO common shares did Scott William Cook acquire and dispose of?

On December 1, 2025, Cook acquired 608 shares of PROS common stock at a reference price of $23.22 per share and disposed of 240 shares at the same price.

How many PROS Holdings (PRO) shares does the reporting person directly own after the transactions?

Following the reported transactions, Scott William Cook directly beneficially owned 70,372 shares of PROS Holdings, Inc. common stock.

What restricted stock unit (RSU) holdings are disclosed for the PRO executive?

The filing shows Cook beneficially owned 96,853 unvested restricted stock units, each representing the right to receive one share of PROS common stock, with grants made on 1/10/22, 3/1/22, 1/12/23, 1/12/24, and 1/15/25.

How do the PROS Holdings RSUs for this officer vest over time?

The unvested RSUs generally vest 25% after one year on the grant anniversary date, with the remaining 75% vesting in installments of 6.25% on specified days in the first month of each quarter or after each three-month period, depending on the specific grant.

What was the transaction code reported for the PRO insider’s Form 4 activity?

In Table I, the acquisition of 608 common shares is coded M, and the disposition of 240 common shares is coded F. In Table II, 608 restricted stock units are also reported with transaction code M.