PROS Holdings (NYSE: PRO) CEO Jeffrey Cotten Reports RSU Exercise and Share Disposition

Rhea-AI Filing Summary

PROS Holdings, Inc. CEO and President Jeffrey B. Cotten reported equity transactions in company stock. On December 2, 2025, he exercised 126,829 restricted stock units (RSUs), receiving the same number of common shares at an effective reference price of $23.23 per share, which was the closing market price that day. On the same date, he disposed of 49,908 shares, designated with transaction code "F," typically used for shares withheld to cover taxes, leaving him with 76,921 common shares directly held. The RSU exercise came from an award whose vesting was previously accelerated by the Compensation and Leadership Development Committee to address certain tax issues. Following these transactions, Cotten held 211,389 RSUs remaining from the original June 3, 2025 grant.

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^*

Cotten Jeffrey 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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	12/02/2025		M		126,829	A	$23.23(1)	126,829	D
Common Stock	12/02/2025		F		49,908	D	$23.23(1)	76,921	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)	12/02/2025		M		126,829		(3)	(3)	Common Stock	126,829	$0	211,389(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 2, 2025

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

3. As previously disclosed by PROS, the Compensation and Leadership Development Committee accelerated the vesting of these RSUs for Mr. Cotten to address certain tax issues.

4. This amount is the remainder of shares from an award granted on June 3, 2025, in the amount of 338,218 RSUs.

Remarks:

	Christopher C. Chaffin, attorney-in-fact for Jeffrey B. Cotten	12/04/2025
	** 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 PRO (PROS Holdings, Inc.) report for Jeffrey B. Cotten?

Jeffrey B. Cotten, CEO and President of PROS Holdings, Inc., reported exercising 126,829 RSUs and related share dispositions on December 2, 2025.

How many PROS Holdings (PRO) RSUs did Jeffrey B. Cotten exercise and at what price reference?

He exercised 126,829 restricted stock units, with the price noted as $23.23 per share, which was the closing market price of PROS common stock on December 2, 2025.

How many PRO (PROS Holdings) shares did Jeffrey B. Cotten dispose of in this Form 4 filing?

On December 2, 2025, Cotten disposed of 49,908 shares of PROS common stock in a transaction coded "F," often associated with shares withheld to satisfy tax obligations.

What is Jeffrey B. Cotten’s reported direct PROS Holdings (PRO) share ownership after the transactions?

After the reported transactions, Cotten directly beneficially owned 76,921 shares of PROS common stock.

How many PROS Holdings (PRO) RSUs does Jeffrey B. Cotten still hold after this transaction?

Following the RSU exercise, Cotten held 211,389 restricted stock units remaining from an original award of 338,218 RSUs granted on June 3, 2025.

Why were Jeffrey B. Cotten’s PROS Holdings (PRO) RSUs accelerated for vesting?

The Compensation and Leadership Development Committee had previously accelerated the vesting of these RSUs for Cotten to address certain tax issues, as disclosed.