Form 4: PROS Holdings Executive Reports Routine RSU Vesting and Share Transactions
Insider Transaction Report
Scott William Cook, Sr.VP and Chief Accounting Officer of PROS Holdings, Inc., reported the routine vesting of Restricted Stock Units and associated share transactions for tax purposes.
Summary
- Scott William Cook, Sr.VP, Chief Accounting Officer of PROS Holdings, Inc. (PRO), reported transactions involving common stock and Restricted Stock Units (RSUs) on July 14, 2025.
- Cook acquired 2,315 shares of common stock upon the vesting of RSUs at a price of $15.48 per share.
- Concurrently, 911 shares were disposed of at $15.48 per share to cover tax liabilities related to this RSU vesting.
- Additionally, Cook acquired another 1,776 shares of common stock from a separate RSU vesting event at $15.48 per share.
- Another 699 shares were disposed of at $15.48 per share for tax withholding related to the second vesting event.
- Following these transactions, Cook directly beneficially owned 66,389 shares of PROS Holdings, Inc. common stock.
- The vesting events included the seventh tranche of a 37,037 RSU award granted on January 12, 2023, and the third tranche of a 28,425 RSU award granted on January 12, 2024.
- Cook holds a total of 103,424 unvested Restricted Stock Units from various awards granted between January 2022 and January 2025.
Sentiment
Score: 5
Explanation: The filing details routine insider transactions related to equity compensation, which are neither inherently positive nor negative for the company's operational or financial performance. It reflects standard executive compensation practices.
Positives
- The vesting of Restricted Stock Units represents a component of executive compensation, indicating retention and alignment of interests.
- The transactions were pre-planned under a Rule 10b5-1(c) plan, demonstrating a structured and compliant approach to equity management.
Negatives
- A portion of the vested shares was sold to cover tax liabilities, which is a common practice but results in a reduction of direct shareholding from the gross vested amount.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: Provides transparency into executive equity compensation and changes in insider ownership.
- Employees: Reflects standard executive compensation practices, which can influence employee retention and motivation within the company.
Next Steps
- Future vesting of remaining unvested Restricted Stock Units will occur on their respective anniversary dates and quarterly thereafter, as per the terms of the awards.
Key Dates
| Date | Description |
|---|---|
| 01/10/2022 | Award date for 2,528 unvested Restricted Stock Units. |
| 03/01/2022 | Award date for 1,824 unvested Restricted Stock Units. |
| 01/12/2023 | Award date for 37,037 Restricted Stock Units, from which 2,315 RSUs vested, with 13,890 unvested RSUs remaining. |
| 01/12/2024 | Award date for 28,425 Restricted Stock Units, from which 1,776 RSUs vested, with 17,767 unvested RSUs remaining. |
| 01/15/2025 | Award date for 67,415 unvested Restricted Stock Units. |
| 07/12/2025 | Actual vest date for the reported Restricted Stock Units (a Saturday). |
| 07/14/2025 | Transaction date for RSU vesting and share dispositions, representing the first business day after the actual vest date. Also the date for the closing price of PROS Holdings, Inc. common stock. |
| 07/15/2025 | Filing date of the SEC Form 4. |
Keywords
PROS Holdings, PRO, Scott William Cook, Form 4, SEC filing, insider transaction, beneficial ownership, restricted stock units, RSU vesting, equity compensation, corporate officer, chief accounting officer
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