Scotiabank Files Schedule 13G Showing 5.18% Stake in PROS

Rhea-AI Filing Summary

Bank of Nova Scotia reported beneficial ownership of 2,591,261 shares of PROS Holdings, Inc. That holding represents 5.18% of the outstanding common stock and gives the bank sole voting and dispositive power over these shares. The filing is made on a Schedule 13G for the reporting period ending 09/30/2025, and classifies the filer as a parent holding company organized in Canada. The filing states the position is not held on behalf of another person and no group affiliation or subsidiary acquisition is reported.

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 10/06/2025. The filing discloses full sole voting and dispositive power for the reported shares and notes no shared powers.

Positive

• Clear disclosure of beneficial ownership: 2,591,261 shares
• Stake size is material at 5.18% of the class
• Sole voting and dispositive power reported for all disclosed shares
• Compliance certification regarding foreign regulatory comparability is provided

Negative

• None.

Insights

Institutional Ownership Analyst

Large passive stake disclosed: 2.59M shares, 5.18% of PRO.

The filing shows Bank of Nova Scotia holds 2,591,261 shares, equal to 5.18% of the class with sole voting and dispositive power. As a Schedule 13G, this typically indicates a passive or investment position rather than an active takeover intent under the provided classification.

Dependencies and risks include potential changes in ownership classification if the holder increases activity or influence; any shift toward active intent would require an amended filing. Investors may watch subsequent filings for changes in percentage ownership or disclosures that indicate different intentions over the next few weeks to months.

Regulatory Compliance Specialist

Filing follows non-U.S. institutional disclosure norms with a comparability certification.

The statement includes a certification that the foreign regulatory scheme applicable to the filer is substantially comparable to U.S. rules and offers to furnish Schedule 13D-equivalent details on request. The filer identified itself as a parent holding company organized in Canada.

Key items to monitor are any staff requests for additional information or any subsequent Schedule 13D/13G amendments if the holder's intent or ownership level changes within typical reporting windows.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

PROS Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74346Y103

(CUSIP Number)

09/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 74346Y103

1

Names of Reporting Persons

BANK OF NOVA SCOTIA

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,591,261.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,591,261.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,591,261.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.18 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PROS Holdings, Inc.
(b)	Address of issuer's principal executive offices: 3200 KIRBY DR., SUITE 600, HOUSTON, TEXAS 77098
Item 2.
(a)	Name of person filing: BANK OF NOVA SCOTIA
(b)	Address or principal business office or, if none, residence: 40 TEMPERANCE STREET TORONTO, Ontario, Canada M5H 0B4
(c)	Citizenship: BANK OF NOVA SCOTIA - CANADA (FEDERAL LEVEL)
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 74346Y103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	A parent holding company, in accordance with 13d-1(b)(i)(ii)(g)
Item 4.	Ownership
(a)	Amount beneficially owned: 2,591,261
(b)	Percent of class: 5.18 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: BANK OF NOVA SCOTIA - 2,591,261
	(ii) Shared power to vote or to direct the vote: BANK OF NOVA SCOTIA - 0
	(iii) Sole power to dispose or to direct the disposition of: BANK OF NOVA SCOTIA - 2,591,261
	(iv) Shared power to dispose or to direct the disposition of: BANK OF NOVA SCOTIA - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to The Bank of Nova Scotia is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BANK OF NOVA SCOTIA

Signature:	Raj Sachdeva
Name/Title:	Vice President, Head of GBM&T, Compliance Canada
Date:	10/06/2025

FAQ

What stake did Bank of Nova Scotia disclose in PRO (PROS Holdings, Inc.)?

The filer reported beneficial ownership of 2,591,261 shares, representing 5.18% of the common stock.

Does Bank of Nova Scotia have voting control over the PRO shares it holds?

Yes. The filing states the bank has sole voting and sole dispositive power over the 2,591,261 shares.

What type of SEC form was filed for this disclosure?

A Schedule 13G was filed, which is commonly used by passive institutional investors to report holdings.

When is the reporting period for the Schedule 13G filing?

The filing reports the event date of 09/30/2025 and is signed on 10/06/2025.

Is the stake held on behalf of another person or part of a group?

No. The filing indicates the position is not held on behalf of another person and lists no group members.