[SCHEDULE 13G] Pros Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material ownership disclosed: Reporting persons beneficially own 2,550,000 shares (5.3%) of PRO common stock.
• Option exposure disclosed: Position explicitly includes 450,000 shares issuable upon exercise of options.
• Clear voting/dispositive breakdown: Filing states shared voting and shared dispositive power, and quantifies sole vs shared powers.

Negative

• No sole voting or dispositive power: Reporting persons report 0 sole voting and 0 sole dispositive power, indicating no unilateral control.
• Certifies passive intent: Filing states the securities were not acquired to change or influence control, reducing likelihood of activist engagement.

Insights

Financial Analyst

TL;DR: EVR reports a material 5.3% passive stake (2.55M shares) in PRO, including 450k option shares, held with shared voting power.

The filing is a material ownership disclosure because it crosses the 5% threshold that triggers public reporting. The stake size and the inclusion of option exposure are quantifiable facts that affect share-count dilution and visible investor composition. Shared voting and dispositive power indicate influence is collective rather than controlling. For market participants, this clarifies a sizable, disclosed holder but does not signal an activist or controlling intent based on the certification provided.

Corporate Governance Expert

TL;DR: Schedule 13G indicates a significant, likely passive holding above 5% with no assertion of intent to change control.

The report’s use of Schedule 13G and the explicit certification that the securities were not acquired to change control are consistent with passive investor status under disclosure rules. The absence of sole voting or dispositive power reduces immediate governance implications; shared power holders may still participate in routine votes but do not claim unilateral control. This disclosure increases transparency about ownership structure without suggesting governance action.

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, par value $0.001 per share

(Title of Class of Securities)

74346Y103

(CUSIP Number)

08/01/2025

(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

EVR Research LP

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 2,550,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,550,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,550,000.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: Includes 450,000 shares of Common Stock (as defined in Item 2(a)) issuable upon the exercise of options

SCHEDULE 13G

CUSIP No. 74346Y103

1

Names of Reporting Persons

EVR Master Fund, LP

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,550,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,550,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,550,000.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Includes 450,000 shares of Common Stock issuable upon the exercise of options

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 report on Schedule 13G is being filed by EVR Research LP, a Delaware limited partnership (the "Firm") and EVR Master Fund, LP, a Cayman Islands exempted limited partnership ("EVR Master"), with respect to the shares of common stock, par value $0.001 per share ("Common Stock") of PROS Holdings, Inc. (the "Company") directly held by (and the shares of Common Stock issuable upon exercise of options directly held by) EVR Master.
(b)	Address or principal business office or, if none, residence: The address for the Firm is: 411 Libbie Avenue, Suite 3, Richmond, VA 23226. The address for EVR Master is: 411 Libbie Avenue, Suite 3, Richmond, VA 23226.
(c)	Citizenship: The Firm is a Delaware limited partnership. EVR Master is a Cayman Islands exempted limited partnership.
(d)	Title of class of securities: Common Stock, par value $0.001 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: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 48,106,454 shares of Common Stock outstanding as of July 24, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Securities and Exchange Commission on July 31, 2025. Benjamin Wolf Joffe is the managing member of the general partner of the Firm and exercises investment discretion with respect to the securities held by EVR Master.
(b)	Percent of class: 5.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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 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.

EVR Research LP

Signature:	/s/ Derek J. Webb
Name/Title:	Derek J. Webb, Chief Compliance Officer
Date:	08/08/2025

EVR Master Fund, LP

Signature:	/s/ Derek J. Webb
Name/Title:	Derek J. Webb, Chief Compliance Officer
Date:	08/08/2025

Exhibit Information

Exhibit 99.1: Joint Filing Agreement

FAQ

How many PRO shares does EVR Research LP and EVR Master Fund report owning?

They report beneficial ownership of 2,550,000 shares, representing 5.3% of the outstanding common stock.

Does the reported stake include option holdings for PRO (PRO)?

Yes. The position includes 450,000 shares issuable upon exercise of options as disclosed in the filing.

Do EVR reporting persons have sole voting control over the shares of PRO?

No. The filing shows 0 sole voting power and 2,550,000 shared voting power for the reported shares.

What percentage of PRO does the 2,550,000-share position represent?

The filing states the position represents 5.3% of the class, based on the company’s reported outstanding share count.

Does the Schedule 13G indicate EVR intends to influence PRO's control or governance?

No. The filing includes a certification that the securities were not acquired and are not held to change or influence control of the issuer.