PROS Holdings (NYSE: PRO) director exits 130,179 shares at $23.25 in merger

Rhea-AI Filing Summary

PROS Holdings, Inc. director Timothy V. Williams reported the cash-out of his equity in connection with the closing of a merger involving PROS, Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. On December 9, 2025, he disposed of 130,179 shares of PROS common stock at $23.25 per share, leaving him with no directly owned common shares. In addition, 11,262 restricted stock units (RSUs), which had been scheduled to fully vest on the earlier of the 2026 annual meeting or May 8, 2026, were automatically accelerated at the merger closing and then cancelled in exchange for a cash payment of $23.25 per underlying share.

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^*

WILLIAMS TIMOTHY V

(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		130,179	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 Timothy V. Williams	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 PRO (PROS Holdings, Inc.) disclose?

PROS Holdings, Inc. disclosed that director Timothy V. Williams disposed of 130,179 shares of common stock on December 9, 2025 in connection with a merger, receiving $23.25 per share.

How were Timothy V. Williams' PRO restricted stock units treated in the merger?

11,262 restricted stock units held by Timothy V. Williams vested automatically at the merger closing and were cancelled in exchange for a cash payment of $23.25 per underlying share.

What was the price paid for PROS Holdings, Inc. shares in this insider transaction?

The common stock and the shares underlying the RSUs held by Timothy V. Williams were cashed out at $23.25 per share pursuant to the merger terms.

What is Timothy V. Williams' relationship to PROS Holdings, Inc.?

Timothy V. Williams is reported as a director of PROS Holdings, Inc. on this Form 4.

Does Timothy V. Williams still beneficially own PRO common stock after the reported transaction?

After the merger-related disposition of 130,179 shares, the Form 4 shows 0 shares of common stock beneficially owned directly by Timothy V. Williams and 0 derivative securities remaining.

What merger is referenced in the PROS Holdings, Inc. insider filing?

The equity disposition is described as occurring under an Agreement and Plan of Merger among PROS Holdings, Inc., Project Portofino Parent LLC, and Project Portofino Merger Sub, Inc.