| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Schulz Stefan B | EVP and CFO | 3200 KIRBY DR., SUITE 600, HOUSTON | Chris Chaffin, attorney-in-fact for Stefan B. Schulz | 11 Dec 2025 | 0001340371 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PRO | Common Stock | Disposed to Issuer | $6.92M | +298K | $23.25 | 0 | 09 Dec 2025 | Direct | F1 |
| 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 | -108K | -100% | $0.00 | 0 | 09 Dec 2025 | Common Stock | 108K | Direct | F2, F3 | |
| transaction | PRO | Restricted Stock Units | Disposed to Issuer | $0 | -38.4K | -100% | $0.00 | 0 | 09 Dec 2025 | Common Stock | 38.4K | Direct | F2, F4 | |
| transaction | PRO | Restricted Stock Units | Disposed to Issuer | $0 | -23.2K | -100% | $0.00 | 0 | 09 Dec 2025 | Common Stock | 23.2K | Direct | F2, F5 | |
| transaction | PRO | Restricted Stock Units | Disposed to Issuer | $0 | -2.92K | -100% | $0.00 | 0 | 09 Dec 2025 | Common Stock | 2.92K | Direct | F2, F6 | |
| transaction | PRO | Market Stock Units | Disposed to Issuer | $0 | -67K | -100% | $0.00 | 0 | 09 Dec 2025 | Common Stock | 67K | Direct | F7, F8 |
Stefan B. Schulz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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, awarded Jan 15, 2025 provided for vesting at 25% after 1-year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 15th day of the 1st month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange 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 the vesting conditions are satisfied. |
| F4 | These RSUs, awarded Jan 12, 2024 provided for vesting of 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.235% on the 12th day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange 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 the vesting conditions are satisfied. |
| F5 | These RSUs, awarded Jan 12, 2023 provided for vesting at 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.235% on the 12th day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange 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 the vesting conditions are satisfied. |
| F6 | These RSUs, awarded Jan 10, 2022 provided for vesting at 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange 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 the vesting conditions are satisfied. |
| F7 | Prior to cancellation, each market stock unit ("MSU") represented the contingent right to receive one share of Issuer common stock. |
| F8 | These MSUs, awarded January 15, 2025 provided for a settlement date of January 31, 2028, were cancelled pursuant to the Merger Agreement. The attainment in the adjusted performance period resulted in 93.12% of the target MSUs being earned with 30% of these earned units being satisfied by payment of cash of $23.35 per unit. The remaining earned units were converted into the contingent right to receive $23.25 per unit subject to the original settlement conditions. |