PROS Holdings (NYSE: PRO) officer reports $23.25 merger cash-out

Rhea-AI Filing Summary

PROS Holdings, Inc. reported an insider transaction involving its Sr. VP and Chief Accounting Officer in connection with a merger. On 12/09/2025, the officer disposed of 70,372 shares of common stock at a cash price of $23.25 per share under an Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc., leaving no directly held common shares afterward.

Multiple restricted stock unit (RSU) awards covering 67,415, 15,991, 11,575, 608 and 1,264 underlying shares were cancelled under the same merger agreement. Each RSU converted into a contingent right to receive $23.25 per underlying share, payable as promptly as practicable after the original vesting conditions for each award are satisfied.

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^*

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)
12/09/2025

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		70,372	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			67,415	(3)	(3)	Common Stock	67,415	$0	0	D
Restricted Stock Units	(2)	12/09/2025		D			15,991	(4)	(4)	Common Stock	15,991	$0	0	D
Restricted Stock Units	(2)	12/09/2025		D			11,575	(5)	(5)	Common Stock	11,575	$0	0	D
Restricted Stock Units	(2)	12/09/2025		D			608	(6)	(6)	Common Stock	608	$0	0	D
Restricted Stock Units	(2)	12/09/2025		D			1,264	(7)	(7)	Common Stock	1,264	$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, awarded Jan 15, 2025 provided for vesting at 25% after 1-year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 15th day of the 1st month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.

4. These RSUs, awarded Jan 12, 2024 provided for vesting of 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.235% on the 12th day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.

5. These RSUs, awarded Jan 12, 2023 provided for vesting at 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.235% on the 12th day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.

6. These RSUs, awarded March 1, 2022 provided for vesting at 25% on the 1-year anniversary date, with the remainder to vest 6.25% after completion of each three-month calendar period thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.

7. These RSUs, awarded Jan 10, 2022 provided for vesting at 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.

Remarks:

	Chris Chaffin, attorney-in-fact for Scott William Cook	12/11/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did PROS Holdings (PRO) disclose in this Form 4?

The Sr. VP and Chief Accounting Officer disposed of 70,372 shares of PROS Holdings common stock on 12/09/2025 in connection with a merger, receiving $23.25 per share in cash.

What is the merger consideration mentioned for PROS Holdings (PRO) shares?

Each share of PROS Holdings common stock held by the reporting officer was exchanged for a cash payment of $23.25 per share under the Agreement and Plan of Merger.

How many PROS Holdings (PRO) shares does the reporting person own after this transaction?

Following the reported transaction, the Form 4 states that the reporting person beneficially owned 0 shares of PROS Holdings common stock directly.

What happened to the PROS Holdings (PRO) restricted stock units in this filing?

RSU awards covering 67,415, 15,991, 11,575, 608 and 1,264 underlying shares were cancelled pursuant to the merger agreement.

What did the cancelled PROS Holdings (PRO) RSUs convert into?

Each cancelled RSU became a contingent right to receive $23.25 per underlying share, payable after the original vesting conditions for that RSU are satisfied.

Were the vesting terms of the PROS Holdings (PRO) RSUs changed by the merger?

No. The explanations state that each RSU’s cash-right remains subject to the original vesting conditions, with payment made as promptly as practicable after those conditions are met.

Who signed the PROS Holdings (PRO) Form 4 on behalf of the reporting person?

The Form 4 was signed by Chris Chaffin as attorney-in-fact for the reporting person, Scott William Cook, on 12/11/2025.