Pros Holdings SEC Filings

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.

PROS Holdings, Inc. agreed to be acquired by investment funds affiliated with Thoma Bravo for $23.25 per share in cash, with a newly formed Parent (Portofino Parent, LLC) and Merger Sub completing a merger that will leave PROS as a wholly owned subsidiary of Parent. The filing describes treatment of equity awards: vested MSUs become cash replacement MSU amounts subject to existing vesting/settlement rules and payroll payment; unvested, non-earned MSUs will be cancelled without payment. The Company Stock Purchase Plan will stop new enrollments, terminate at a Final Exercise Date no later than five business days before the Effective Time, and leftover payroll contributions will be refunded. The filing also references actions to repurchase Convertible Notes as a result of the transactions and lists customary risks that could prevent or delay closing, including shareholder approval, regulatory approvals, potential termination fees, operational disruption and litigation.

PROS Holdings, Inc. agreed to be acquired by investment funds affiliated with Thoma Bravo for $23.25 per share in cash, with a newly formed Parent (Portofino Parent, LLC) and Merger Sub completing a merger that will leave PROS as a wholly owned subsidiary of Parent. The filing describes treatment of equity awards: vested MSUs become cash replacement MSU amounts subject to existing vesting/settlement rules and payroll payment; unvested, non-earned MSUs will be cancelled without payment. The Company Stock Purchase Plan will stop new enrollments, terminate at a Final Exercise Date no later than five business days before the Effective Time, and leftover payroll contributions will be refunded. The filing also references actions to repurchase Convertible Notes as a result of the transactions and lists customary risks that could prevent or delay closing, including shareholder approval, regulatory approvals, potential termination fees, operational disruption and litigation.

PROS Holdings, Inc. announced it has entered a definitive Agreement and Plan of Merger with Portofino Parent, LLC and Portofino Merger Sub, entities formed by investment funds affiliated with Thoma Bravo, L.P., under which the merger subsidiary will merge into PROS and PROS will become a wholly owned subsidiary of Parent. The agreement provides for the acquisition of all outstanding PROS common stock for $23.25 per share. The filing lists customary closing conditions including stockholder approval and required regulatory approvals and emphasizes multiple risks that could delay or prevent completion, trigger termination fees, or otherwise affect PROS’s business and operations. A press release is attached as Exhibit 99.1 and the filing is signed by PROS’s General Counsel and Secretary.

PROS Holdings, Inc. announced it has entered a definitive Agreement and Plan of Merger with Portofino Parent, LLC and Portofino Merger Sub, entities formed by investment funds affiliated with Thoma Bravo, L.P., under which the merger subsidiary will merge into PROS and PROS will become a wholly owned subsidiary of Parent. The agreement provides for the acquisition of all outstanding PROS common stock for $23.25 per share. The filing lists customary closing conditions including stockholder approval and required regulatory approvals and emphasizes multiple risks that could delay or prevent completion, trigger termination fees, or otherwise affect PROS’s business and operations. A press release is attached as Exhibit 99.1 and the filing is signed by PROS’s General Counsel and Secretary.

Scott William Cook, Senior Vice President and Chief Accounting Officer of PROS Holdings, Inc. (PRO), reported transactions tied to the vesting of restricted stock units and a small sale on 09/02/2025. The filing shows 608 shares were acquired following the vesting of RSUs and 240 shares were disposed of the same day, with the market close price cited as $15.28. The report states the actual vest date fell on a holiday so the transactions occurred on the next business day. After these transactions, Mr. Cook beneficially owns 66,997 shares (direct) and holds 102,816 shares when including vested and outstanding RSUs.

Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh together report beneficial ownership of 3,304,844 shares of Pros Holdings, Inc. common stock, representing 6.91% of the outstanding class based on 47,852,469 shares. The filing states these shares are held in the ordinary course of business and were not acquired to change or influence control. All three filers list shared voting and dispositive power for the full position and report no sole voting or dispositive power.

EVR Research LP and EVR Master Fund, LP reported beneficial ownership of 2,550,000 shares of PROS Holdings common stock, representing 5.3% of the outstanding class based on the company’s reported share count. The reported position includes 450,000 shares issuable upon exercise of options. The reporting persons disclose shared voting and shared dispositive power for the full position and no sole voting or dispositive power. Benjamin Wolf Joffe is identified as the managing member of the general partner exercising investment discretion for the funds. The filing also certifies the securities were not acquired to change or influence control of the issuer.