Form 4: PROS Holdings Officer Sells Shares, RSUs in Merger

A PROS Holdings executive disposed of common stock and had restricted stock units cancelled as part of a merger agreement, receiving $23.25 per share.

Summary

• Scott William Cook, Sr.VP and Chief Accounting Officer of PROS Holdings, Inc., reported changes in beneficial ownership.
• Cook disposed of 70,372 shares of PROS Holdings Common Stock on December 9, 2025, at a price of $23.25 per share.
• This disposition was executed pursuant to the Agreement and Plan of Merger between PROS Holdings, Inc., Project Portofino Parent LLC, and Project Portofino Merger Sub, Inc. (the "Merger Agreement").
• Multiple grants of Restricted Stock Units (RSUs) held by Cook were cancelled on December 9, 2025, also pursuant to the Merger Agreement.
• The cancelled RSUs include: 67,415 units (awarded Jan 15, 2025), 15,991 units (awarded Jan 12, 2024), 11,575 units (awarded Jan 12, 2023), 608 units (awarded March 1, 2022), and 1,264 units (awarded Jan 10, 2022).
• Each cancelled RSU was exchanged for a contingent right to receive $23.25 per share, subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which those conditions are met.
• Following these transactions, Cook beneficially owns 0 shares of common stock and 0 derivative securities.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive for the reporting person due to a liquidity event at a fixed, known price from the merger. For the company, it's neutral as it's a procedural report of an insider transaction resulting from a strategic corporate action (merger) rather than operational performance.

Positives

• The reporting person received a cash payment of $23.25 per share for 70,372 shares of common stock, providing liquidity.
• The cancellation of Restricted Stock Units (RSUs) provides a contingent right to receive cash at the merger price of $23.25 per share upon satisfaction of original vesting conditions, offering a clear valuation for these equity awards.

Negatives

• The payout for Restricted Stock Units (RSUs) is contingent upon satisfying original vesting conditions, meaning the cash payment is not immediate and carries a future performance or time-based requirement.
• The reporting person no longer holds direct beneficial ownership of common stock or derivative securities in PROS Holdings, Inc. following the transactions.

Risks

• The contingent nature of the RSU payouts means the reporting person must still meet original vesting conditions to receive the cash equivalent, introducing a risk of forfeiture if conditions are not met.

Future Outlook

The future outlook for the reporting person's RSU compensation is tied to the satisfaction of original vesting conditions, which will determine the timing of the contingent cash payments at the merger price of $23.25 per share.

Industry Context

This filing reflects an insider transaction directly resulting from a corporate merger, a common event in the technology or software industry where companies are frequently acquired for strategic growth or market consolidation. Such transactions typically follow the public announcement and approval of a definitive merger agreement.

Stakeholder Impact

• Shareholders: The filing confirms an insider's transaction at the merger price, reinforcing the terms of the merger agreement for all shareholders.
• Employees (specifically the reporting person): The reporting person receives liquidity for common stock and a contingent cash right for RSUs, impacting their personal financial holdings and compensation structure post-merger.

Next Steps

• The reporting person will receive cash payments for the cancelled Restricted Stock Units (RSUs) as promptly as practicable following the satisfaction of their original vesting conditions.

Key Dates

Keywords

PROS Holdings, PRO, Form 4, Insider Transaction, Merger Agreement, Stock Sale, Restricted Stock Units, Equity Compensation, Officer Transaction, Beneficial Ownership