Welcome to our dedicated page for Pros Holdings SEC filings (Ticker: PRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings archive for PROS Holdings, Inc. (former NYSE ticker PRO) offers detailed regulatory documentation covering the company’s life as a U.S. reporting issuer and its transition to private ownership. These documents include current reports on Form 8-K, the Form 25 used to remove its common stock from New York Stock Exchange listing and registration, and the Form 15 that terminated registration under Section 12(g) and suspended periodic reporting obligations.
Form 8-K filings capture material events such as quarterly earnings releases, entry into the Agreement and Plan of Merger with entities formed by investment funds affiliated with Thoma Bravo, stockholder approval of the merger at a special meeting, and the completion of the merger on December 9, 2025. These reports describe the cash consideration paid per share, treatment of equity awards, changes to convertible notes and the repayment and termination of credit facilities in connection with the transaction.
The Form 25 filed by the New York Stock Exchange on December 9, 2025 notifies the SEC of the removal of PROS common stock from listing and registration under Section 12(b) of the Exchange Act. The subsequent Form 15 filed on December 19, 2025 certifies termination of registration of the common stock under Section 12(g) and suspension of the company’s duty to file reports under Sections 13 and 15(d), noting that the approximate number of holders of record at that time was one.
Earlier 8-K filings also provide insight into governance and transaction processes, including descriptions of the merger agreement terms, closing conditions, financing commitments, non-solicitation provisions and regulatory milestones such as expiration of the Hart-Scott-Rodino waiting period. For bondholders, the December 9, 2025 Form 8-K explains changes to the conversion features of the company’s 2027 and 2030 convertible senior notes following the merger.
On Stock Titan, these filings can be viewed alongside AI-powered summaries that explain key sections in accessible language, helping users quickly understand how PROS reported its financial condition, structured its acquisition by Thoma Bravo and completed the delisting and deregistration of the PRO common stock.
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. has filed a Form 25 to remove its common stock from listing and/or registration on the New York Stock Exchange LLC under Section 12(b) of the Securities Exchange Act of 1934. The notification states that the Exchange has complied with its own rules to strike this class of securities from listing and withdraw its registration, and that the issuer has complied with Exchange rules and SEC requirements for voluntary withdrawal. This means PROS Holdings’ common stock will no longer be listed or registered on the NYSE, and investors will need to trade the shares on other available markets once the delisting process is completed under the applicable SEC rules.
PROS Holdings, Inc. completed its sale to investment funds affiliated with Thoma Bravo, L.P., with all outstanding common shares converted into the right to receive $23.25 in cash per share, valuing the equity at approximately $1.13 billion. The company is now a wholly owned subsidiary of Portofino Parent, LLC and has begun the process to delist its stock from the New York Stock Exchange and terminate its SEC reporting obligations.
The Merger triggered a Fundamental Change under PROS’ 2.25% 2027 and 2.50% 2030 convertible notes. Holders may require the company to repurchase their notes at 100% of principal plus accrued interest on January 8, 2026, or convert during the Make-Whole Fundamental Change period. Converting noteholders receive cash only, equal to the applicable conversion rate, resulting in $555.99 per $1,000 principal of 2027 notes and $1,307.87 per $1,000 principal of 2030 notes. The company also repaid and terminated its existing credit agreement and ended its equity and employee stock purchase plans.
PROS Holdings, Inc. reported the results of a special stockholder meeting held on December 4, 2025 to vote on its previously announced merger with Project Portofino Parent LLC. Of 48,297,780 common shares entitled to vote as of the October 27, 2025 record date, 32,845,275 shares were present or represented by proxy, representing 68% of eligible votes and establishing a quorum.
Stockholders overwhelmingly approved the Merger Proposal, with 32,757,830 votes for, 60,712 against, and 26,733 abstentions, clearing a key step toward completing the merger, under which PROS will become a wholly owned subsidiary of Parent. They also approved, on a non-binding advisory basis, the Compensation Proposal related to payments to named executive officers in connection with the merger, with 32,208,218 votes for, 448,642 against, and 188,415 abstentions. Because the merger was approved, a proposal to adjourn the meeting, if needed, was not acted upon.
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.