PROS Holdings, Inc. received a beneficial ownership report from Glazer Capital, LLC and its managing member, Paul J. Glazer, regarding the company’s common stock. The filing states that, as of the relevant reporting date, the reporting persons beneficially own 0 shares, representing 0% of the outstanding common stock.
The report notes that the reporting persons may previously have been deemed to beneficially own more than five percent of the class but have now ceased to be beneficial owners of more than five percent. They also certify that the securities referenced were not acquired and are not held for the purpose of changing or influencing control of PROS Holdings.
Positive
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Negative
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Insights
Glazer Capital now reports 0% beneficial ownership of PROS Holdings common stock.
This disclosure shows that Glazer Capital, LLC and Paul J. Glazer currently report beneficial ownership of 0 shares of PROS Holdings, Inc. common stock, equal to 0% of the class. The filing explains that their prior position may have exceeded five percent of the outstanding shares, triggering earlier reporting obligations.
The statement that they have “ceased to be the beneficial owner of more than five percent” means they are no longer classified as a major holder under that threshold. The certification that their holdings were not acquired to change or influence control underscores a passive stance toward corporate control. For investors, this filing mainly updates the shareholder registry by indicating that a previously reportable holder no longer has a significant disclosed stake.
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 $0.001 par value per share
(Title of Class of Securities)
74346Y103
(CUSIP Number)
12/08/2025
(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
Glazer Capital, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.00 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
74346Y103
1
Names of Reporting Persons
Paul J. Glazer
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.00 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PROS Holdings, Inc.
(b)
Address of issuer's principal executive offices:
3200 Kirby Drive, Suite 600, Houston TX 77098
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Glazer Capital, LLC, a Delaware limited liability company ("Glazer Capital"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the "Glazer Funds"); and
(ii) Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock (as defined in Item 2(d)) reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.
(c)
Citizenship:
Glazer Capital is a Delaware limited liability company. Mr. Glazer is a United States citizen.
(d)
Title of class of securities:
Common stock $0.001 par value per share
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
0
(b)
Percent of class:
0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Reporting Persons may have been deemed to beneficially own more than 5% of the outstanding shares on the date of event that required the filing of the Schedule 13G. As of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities.
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 securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What does the Glazer Capital filing report about PROS Holdings (PRO)?
It reports that Glazer Capital, LLC and Paul J. Glazer now beneficially own 0 shares of PROS Holdings, Inc. common stock, representing 0% of the class.
How many PROS Holdings common shares does Glazer Capital currently beneficially own?
The filing states that the reporting persons have 0 shares with sole or shared voting or dispositive power and an aggregate beneficial ownership of 0.00 shares.
What percentage of PROS Holdings’ common stock does Glazer Capital report owning?
The report lists the percent of class represented by the aggregate amount beneficially owned as 0.00% for each reporting person.
Were Glazer Capital and Paul J. Glazer previously more than 5% owners of PROS Holdings?
The filing notes that the reporting persons may have been deemed to beneficially own more than 5 percent of the outstanding shares on the date of the event that required the filing, but as of the date of the statement they have ceased to be beneficial owners of more than five percent.
Who are the reporting persons in this PROS Holdings ownership report?
The reporting persons are Glazer Capital, LLC, a Delaware limited liability company, and Paul J. Glazer, a United States citizen and the Managing Member of Glazer Capital.
Does Glazer Capital seek to influence control of PROS Holdings according to this filing?
The certification states that the securities referred to were not acquired and are not held for the purpose or effect of changing or influencing the control of PROS Holdings, other than activities solely in connection with a nomination under the specified rule.
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