[Form 4] Pros Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: Cognizant Technology Solutions (CTSH) director Karima Silvent reported the full vesting of a July 11 2024 Restricted Stock Unit (RSU) award on July 11 2025. The award consisted of 2,818 original RSUs plus additional RSUs earned through dividend-equivalent rights, bringing the total to 2,860 Class A common shares.

The transaction details show:

• 2,860 shares acquired upon vesting (coded “M” – conversion of derivative security).
• 23 shares withheld (code “F”) at a price of $76.73 to satisfy statutory tax obligations, equivalent to roughly $1.8 k.
• Net shares retained: 2,837 held directly after the transactions.
• The fractional 0.949 RSU was settled in cash and cancelled under the company’s 2023 Incentive Award Plan.

No derivative securities remain outstanding for the reporting person after this filing, and the director’s ownership is classified as direct. Because the shares were delivered through routine equity compensation vesting—rather than an open-market purchase or discretionary sale—the filing has limited fundamental impact on CTSH and is largely compliance-related.

Insights

Securities Analyst

TL;DR – Routine RSU vesting; neutral impact on valuation.

The filing records the normal vesting of 2,860 RSUs for director Karima Silvent, net of 23 shares withheld for taxes. There is no open-market buying or selling, so cash movement is minimal and liquidity unchanged. Given Cognizant’s ~500 million share base, the transaction is immaterial (<0.001%). Therefore, I view the news as neutral with no effect on earnings, cash flow, or governance risk.

Corporate Governance Expert

TL;DR – Standard equity-plan execution, nothing alarming.

This Form 4 confirms proper administration of the 2023 Incentive Award Plan: dividend equivalents were converted, fractional shares paid in cash, and taxes withheld automatically. No indicators of aggressive selling or opportunistic timing exist. Compliance signatures and power-of-attorney usage follow Section 16 rules. Overall governance signal remains stable; impact on investors is negligible.

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).

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)
07/14/2025

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	07/14/2025(1)		M		2,315	A	$15.48(2)	66,223	D
Common Stock	07/14/2025(1)		F		911	D	$15.48(2)	65,312	D
Common Stock	07/14/2025(1)		M		1,776	A	$15.48(2)	67,088	D
Common Stock	07/14/2025(1)		F		699	D	$15.48(2)	66,389	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	(3)	07/14/2025(1)		M			2,315	(4)	(4)	Common Stock	2,315	$0	105,200(5)	D
Restricted Stock Units	(3)	07/14/2025(1)		M			1,776	(6)	(6)	Common Stock	1,776	$0	103,424(7)	D

Explanation of Responses:

1. The actual vest date occurred on Saturday, July 12, 2025 and therefore the transaction occurred on the first business day thereafter.

2. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on July 14, 2025.

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

4. This is the seventh tranche of an award granted on January 12, 2023, in the amount of 37,037 RSUs.

5. Includes: (i) 2,528 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) 1,824 unvested RSUs awarded 3/1/22 vests at 25% after 1- year on the anniversary date and the remainder vesting at6.25% after the completion of each 3-month calendar period thereafter;(iii) 13,890 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) 19,543 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 of6.25% on the 15th day of the 1st month of each quarter thereafter.

6. This is the third tranche of an award granted on January 12, 2024, in the amount of 28,425 RSUs

7. This amount includes everything listed in Footnote 5, but the shares shown in item "(iv)" is changed to 17,767.

Remarks:

	Chris Chaffin, attorney-in-fact for Scott William Cook	07/15/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Cognizant (CTSH) shares did director Karima Silvent acquire on July 11 2025?

She received 2,860 Class A common shares upon the full vesting of her RSU award.

Were any CTSH shares sold by the director in this Form 4 filing?

No open-market sales occurred; 23 shares were withheld solely to cover taxes.

What was the exercise or conversion price for the RSUs reported?

Each RSU converted to one share at no cash cost ($0); the share price used for tax withholding was $76.73.

Does the director still hold any unvested RSUs after this transaction?

No. The filing shows 0 derivative securities remaining after the July 11 2025 vesting.

Is this Form 4 filing likely to impact CTSH stock price?

Unlikely. The transaction represents less than 0.001% of outstanding shares and is routine equity-plan activity.