Every Form 4 that Pros Holdings, Inc. (PRO) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A Form 4 covers the transactions officers, directors and large holders report, so if you follow PRO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PRO filings page.
PROS Holdings, Inc. director Catherine Lesjak reported the cash-out of her equity in connection with the merger of PROS Holdings with Project Portofino Parent LLC. On 12/09/2025 she disposed of 28,103 shares of common stock at $23.25 per share, receiving cash under the merger terms and leaving her with no directly held common shares. In addition, 11,262 restricted stock units that were scheduled to fully vest at 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 $23.25 per-share cash payment.
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.
PROS Holdings, Inc. director Greg Petersen reported the cash-out of his equity in connection with the company’s merger. On December 9, 2025, he disposed of 125,170 shares of common stock at $23.25 per share under the Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc., leaving him with no directly held common shares.
In addition, 11,262 restricted stock units that were scheduled to vest at the earlier of the 2026 annual meeting or May 8, 2026 were automatically accelerated at the merger closing and cancelled in exchange for a cash payment of $23.25 per underlying share.
PROS Holdings, Inc. director Raja Hammoud reported the cash-out of company stock and restricted stock units in connection with the closing of a merger. On 12/09/2025, Hammoud disposed of 27,955 shares of PROS common stock at $23.25 per share, receiving cash under a previously agreed merger arrangement. Following this transaction, no PROS shares were reported as beneficially owned.
On the same date, Hammoud’s 11,262 restricted stock units were automatically accelerated and then cancelled as part of the merger, with each unit converted into the right to receive $23.25 in cash, matching the common stock merger consideration. The filing notes these equity changes were carried out under the Agreement and Plan of Merger involving PROS Holdings, Inc., Project Portofino Parent LLC and Project Portofino Merger Sub, Inc.
PROS Holdings, Inc. reported an insider equity transaction tied to its merger with Project Portofino Parent LLC. Director John R. Strosahl disposed of 3,614 shares of common stock on 12/09/2025 in exchange for a cash payment of $23.25 per share under the merger agreement. In addition, 11,262 restricted stock units (RSUs), each representing the right to receive one share of common stock, were fully accelerated at the merger closing and then cancelled for the same $23.25 per share cash consideration. Following these transactions, Strosahl no longer beneficially owned PROS common stock.
PROS Holdings, Inc. director Leland T. Jourdan reported the cash-out of his equity in connection with the company’s merger under an Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. On 12/09/2025, he disposed of 14,947 shares of common stock at $23.25 per share and his equity stake in the company’s common stock became zero following the transaction.
On the same date, 11,262 restricted stock units (RSUs), each representing the right to receive one share of common stock, were automatically accelerated at the closing of the merger and cancelled in exchange for a cash payment of $23.25 per underlying share. These RSUs had been scheduled to vest on the earlier of the company’s 2026 annual meeting or May 8, 2026, but vested early because of the merger closing.
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.
PROS Holdings, Inc. director William Russell reported the cash-out of his equity in connection with the company’s merger. On 12/09/2025, he disposed of 160,269 shares of common stock, including 25,000 shares jointly owned and purchased with his spouse, for $23.25 per share under the Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. Following this transaction, he reported holding no shares of common stock.
On the same date, 11,262 restricted stock units were automatically accelerated as of the merger closing and then cancelled in exchange for a cash payment of $23.25 per underlying share, also leaving no derivative securities reported as beneficially owned.
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.
PROS Holdings, Inc. reported that its CEO and President, who is also a director, filed a Form 4 for transactions tied to the company’s merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. On 12/09/2025, the reporting person disposed of 76,921 shares of common stock at $23.25 per share in cash under the Merger Agreement. In connection with the same merger, 211,389 restricted stock units, each previously representing one share of common stock, were cancelled and converted into a contingent right to receive $23.25 per unit, subject to their original vesting schedule. Additionally, 420,585 market stock units tied to common stock were cancelled, with 17% of the earned units paid in cash at $23.25 per unit and the remaining earned units converted into a right to receive $23.25 per unit, subject to their original settlement conditions.
PROS Holdings, Inc. reported that its EVP and CFO, Stefan B. Schulz, disposed of 297,674 shares of common stock on December 9, 2025 at a cash price of $23.25 per share, in connection with a merger transaction under the Merger Agreement with Project Portofino entities. Following this transaction, he no longer directly owns common stock.
The filing also shows the cancellation of multiple blocks of restricted stock units (RSUs) and market stock units (MSUs) on the same date. RSUs granted in 2022, 2023, 2024, and January 2025 were cancelled and converted into contingent cash rights of $23.25 per unit, payable as their original vesting schedules are met. MSUs granted in January 2025 were cancelled after 93.12% of target units were earned; 30% of the earned units are to be settled in cash at $23.35 per unit, with the remainder converted into contingent cash rights at $23.25 per unit tied to the original settlement conditions.
PROS Holdings, Inc. director Jennifer S. Biry reported the cash-out of her equity in connection with the company’s merger under an Agreement and Plan of Merger with Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. Her 7,121 shares of common stock were disposed of on 12/09/2025 at $23.25 per share in cash, leaving her with no directly owned common shares.
In addition, 11,262 restricted stock units (RSUs), each representing the right to receive one share of PROS common stock, were fully accelerated effective as of the merger closing and then cancelled in exchange for a cash payment of $23.25 per underlying share. After these transactions, she no longer held derivative securities related to PROS common stock.
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.
PROS Holdings, Inc. senior vice president and chief accounting officer Scott William Cook reported equity award activity involving company stock. On December 1, 2025, 608 shares of common stock were acquired following the exercise of restricted stock units at a reference price of $23.22 per share, and 240 shares were disposed of at the same price. After these transactions, Cook directly beneficially owned 70,372 shares of PROS common stock. He also held 96,853 unvested restricted stock units, representing future rights to receive shares, with multiple awards granted between January 2022 and January 2025 that vest gradually over time based on specified anniversary and quarterly dates.
PROS Holdings (PRO) executive Scott William Cook, Sr. VP & Chief Accounting Officer, filed a Form 4 reporting RSU-related transactions. On 10/10/2025, 1,264 shares were acquired upon RSU vesting (code M) and 498 shares were withheld for taxes (code F) at $22.96 (closing price). On 10/13/2025, additional RSUs vested in two tranches of 2,315 and 1,776 shares (code M), with tax withholdings of 911 and 699 shares (code F) at $22.94 (closing price).
The filing notes the actual vest date fell on Sunday, October 12, 2025, so transactions posted the next business day. Following these events, Cook directly owns 70,004 shares.
PROS Holdings (PRO) EVP and CFO Stefan B. Schulz filed a Form 4 reporting RSU vesting and related tax withholdings. On 10/10/2025, 2,916 shares were acquired upon RSU vesting at a reference price of $22.96. On 10/13/2025, additional RSUs vested for 4,630 and 4,263 shares at a reference price of $22.94. To cover taxes (Code F), 1,330, 2,112, and 1,944 shares were withheld/sold. Following these transactions, Schulz directly owns 297,674 shares of common stock and holds 172,307 RSUs outstanding.