Form 4: PROS Holdings Director Sells Shares in Merger

PROS Holdings Director Catherine Lesjak disposed of common stock and restricted stock units totaling 39,365 shares at $23.25 per share due to a merger.

Summary

• Director Catherine A. Lesjak disposed of 28,103 shares of PROS Holdings, Inc. common stock on December 9, 2025.
• The common stock was disposed of at a price of $23.25 per share.
• Additionally, 11,262 Restricted Stock Units (RSUs) were cancelled on December 9, 2025.
• These RSUs, which previously represented the contingent right to receive one share of common stock, were automatically accelerated and cancelled in exchange for a cash payment of $23.25 per share.
• The dispositions were made pursuant to an Agreement and Plan of Merger between PROS Holdings, Inc., Project Portofino Parent LLC, and Project Portofino Merger Sub, Inc.
• Following these transactions, Catherine A. Lesjak beneficially owns 0 shares of common stock and 0 derivative securities.

Sentiment

Score: 6

Explanation: The filing reports the disposition of shares and RSUs by a director due to a merger, resulting in a cash payment. This indicates a completed corporate action (merger) and a successful cash-out for the insider's equity holdings.

Positives

• Director Catherine A. Lesjak received a cash payment of $23.25 per share for her common stock and restricted stock units.
• The restricted stock units (RSUs) were automatically accelerated and vested upon the closing of the merger, allowing for immediate cash realization.

Negatives

• Director Catherine A. Lesjak no longer beneficially owns any common stock or derivative securities in PROS Holdings, Inc. following the merger.

Stakeholder Impact

• Shareholders: The merger agreement resulted in a cash payment of $23.25 per share for common stock and restricted stock units.
• Director Catherine A. Lesjak: Realized cash from her equity holdings in PROS Holdings, Inc.

Key Dates

Keywords

PROS Holdings, PRO, Catherine Lesjak, Form 4, insider transaction, beneficial ownership, merger, stock disposition, restricted stock units, RSU, cash payment