TIMOTHY V. WILLIAMS - 09 Dec 2025 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role
Director
Signature
Christopher C. Chaffin, attorney-in-fact for Timothy V. Williams
Issuer symbol
PRO
Transactions as of
09 Dec 2025
Transactions value $
-$3,026,662
Form type
4
Filing time
11 Dec 2025, 14:52:02 UTC
Previous filing
12 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
WILLIAMS TIMOTHY V Director 3200 KIRBY DR., SUITE 600, HOUSTON Christopher C. Chaffin, attorney-in-fact for Timothy V. Williams 11 Dec 2025 0001072608

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRO Common Stock Disposed to Issuer -$3.03M -130K -100% $23.25 0 09 Dec 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PRO Restricted Stock Units Disposed to Issuer $0 -11.3K -100% $0.00 0 09 Dec 2025 Common Stock 11.3K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

TIMOTHY V. WILLIAMS is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of 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") in exchange for a cash payment of $23.25 per share.
F2 Prior to cancellation, each restricted stock unit ("RSU") represented the contingent right to receive one share of Issuer common stock.
F3 These RSUs, which provided for full vesting on the earlier of the date of the Issuer's 2026 annual meeting and May 8, 2026, were automatically accelerated effective as of the closing of the merger contemplated by the Merger Agreement and were cancelled in exchange for a cash payment of $23.25 per share.