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. reports a key regulatory milestone for its planned acquisition by Portofino Parent, LLC. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired effective 11:59 p.m. Eastern Time on November 24, 2025, satisfying one of the conditions required to close the merger.
The company notes that closing still depends on other conditions, including adoption of the merger agreement by PROS stockholders. Completion of the merger is expected to occur in the fourth quarter of 2025, subject to these remaining conditions and the terms of the merger agreement.
PROS Holdings, Inc. received an updated ownership report on its common stock from Alyeska Investment Group and related reporting persons on a Schedule 13G/A. The group reports beneficial ownership of 1,434,931 shares of common stock, representing 2.97% of the outstanding class, based on 48,297,780 shares outstanding as referenced from a recent Form 10-Q. The filing states that the reporting persons share both voting and dispositive power over these shares and have no sole voting or dispositive power. They certify that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of PROS Holdings.
EVR Research LP and EVR Master Fund, LP filed an amended Schedule 13G reporting beneficial ownership of 2,000,000 shares of PROS Holdings, Inc. common stock, equal to 4.1% of the class. The filing shows shared voting and dispositive power over 2,000,000 shares and no sole voting or dispositive power.
The percentage was calculated based on 48,253,392 shares outstanding as of September 19, 2025. The signatory certified the shares were not acquired to change or influence control, indicating a passive investment stance under Schedule 13G.
PROS Holdings, Inc. plans a stockholder vote on its sale to Thoma Bravo affiliates. A special meeting will be held on December 4, 2025 at 2:00 pm CT, conducted online. Stockholders will vote on approving the Merger Agreement with Project Portofino Parent LLC and its Merger Sub, a non-binding advisory compensation vote, and a possible adjournment.
If completed, each share of common stock will be converted into $23.25 in cash, without interest and less applicable taxes. The price reflects a premium of 53.2% to the 30‑day VWAP and 41.7% to the September 19, 2025 close. The board unanimously determined the merger is fair and in the best interests of stockholders and recommends voting FOR all proposals. Approval requires a majority of outstanding shares.
The record date is October 27, 2025, with 48,297,780 shares outstanding. Qatalyst Partners delivered a fairness opinion on the $23.25 per share consideration. Parent’s equity commitment totals up to $1.571 billion. Required approvals include HSR (initial waiting period expected to expire November 24, 2025) and certain foreign clearances; Australia has cleared the merger. Appraisal rights are available under Delaware law. Following closing, PROS will be delisted and deregistered.
PROS Holdings (NYSE: PRO) reported Q3 2025 revenue of $91.7 million, up 11% year over year, driven by subscription revenue of $76.0 million (up 13%). Gross margin improved to 69% from 66% as cloud delivery costs were optimized. The quarter recorded a net loss of $4.2 million versus net income of $0.2 million a year ago. For the first nine months, operating cash flow was $15.8 million, up from $3.4 million.
Liquidity remained solid with $188.4 million in cash and cash equivalents and $10.0 million in restricted cash as of September 30, 2025. During Q2 2025, the company exchanged $186.9 million of 2027 notes into new 2030 notes and issued an additional $50.0 million of 2030 notes, then purchased capped calls for $27.9 million. Remaining 2027 notes totaled $79.9 million and 2030 notes totaled $235.0 million. The company entered a Merger Agreement to be acquired by Thoma Bravo for $23.25 per share in cash, expected to close in Q4 2025, subject to shareholder and regulatory approvals.
PROS Holdings, Inc. furnished an 8-K announcing financial results for its quarter ended September 30, 2025. The company provided a press release as Exhibit 99.1 with forward-looking statements and related cautions.
The information under Item 2.02, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act and is not incorporated by reference except as expressly stated in future filings.
PROS Holdings (PRO)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.
Bank of Nova Scotia reported beneficial ownership of 2,591,261 shares of PROS Holdings, Inc. That holding represents
The statement includes a certification that the foreign regulatory scheme applicable to the filer is substantially comparable to U.S. regulation and is signed by Raj Sachdeva, Vice President, Head of GBM&T, Compliance Canada, dated
PROS Holdings, Inc. filed a Current Report on Form 8-K disclosing a press release that outlines the company's strategic plans following the proposed acquisition by Thoma Bravo (the "Merger"). The filing reiterates that the Merger is planned but not certain and identifies numerous risks: the Merger may not close or may be delayed, required stockholder and regulatory approvals may not be obtained, the agreement could be terminated (potentially triggering a termination fee), and the announcement or pendency may disrupt operations or lead to unexpected costs. The company directs investors to its prior 2024 Form 10-K and 2025 proxy filings for additional risk-factor detail and says forward-looking statements speak only as of the date of the filing.
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