PROS Holdings (PRO) director Katie May reports $23.25 merger cash-out

Rhea-AI Filing Summary

PROS Holdings, Inc. director Katie May reported the cash-out of her equity in connection with the company’s merger. On December 9, 2025, she disposed of 1,495 shares of common stock at $23.25 per share under the merger agreement with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc., leaving her with no directly held common shares.

On the same date, 11,262 restricted stock units (RSUs), each representing the right to receive one share of PROS common stock, were fully vested automatically at the closing of the merger and were then cancelled in exchange for a $23.25 cash payment per underlying share. The RSUs had originally been scheduled to vest on the earlier of the company’s 2026 annual meeting or May 8, 2026.

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^*

May Katie

(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		1,495	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:

	Chris Chaffin, attorney-in-fact for Katie May	12/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did PROS Holdings (PRO) director Katie May report in this Form 4?

Katie May reported that, in connection with PROS Holdings’ merger, she disposed of 1,495 common shares and had 11,262 restricted stock units cancelled, all for $23.25 per share in cash.

What was the cash consideration per share in the PROS Holdings (PRO) merger?

Each share and each RSU underlying share held by Katie May was exchanged for a $23.25 cash payment per share under the merger agreement.

How many PROS Holdings (PRO) common shares did Katie May own after the merger transaction?

Following the reported transactions on December 9, 2025, Katie May reported 0 shares of PROS Holdings common stock directly owned.

What happened to Katie May’s PROS Holdings (PRO) restricted stock units?

Her 11,262 RSUs, which were scheduled to vest on the earlier of the 2026 annual meeting or May 8, 2026, were fully vested at the merger closing and then cancelled for $23.25 per underlying share in cash.

What agreement governed the PROS Holdings (PRO) transactions reported by Katie May?

The transactions occurred pursuant to the Agreement and Plan of Merger among PROS Holdings, Inc., Project Portofino Parent LLC, and Project Portofino Merger Sub, Inc.

What is Katie May’s role at PROS Holdings (PRO)?

Katie May is reported as a director of PROS Holdings, Inc. in this Form 4 filing.