Scott William Cook - 09 Dec 2025 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: Sr.VP,Chief Accounting Officer
Signature: Chris Chaffin, attorney-in-fact for Scott William Cook
Issuer symbol: PRO
Transactions as of: 09 Dec 2025
Net transactions value: -$1,636,149
Form type: 4
Filing time: 11 Dec 2025, 14:50:56 UTC
Previous filing: 02 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Cook Scott William	Sr.VP,Chief Accounting Officer	3200 KIRBY DR., SUITE 600, HOUSTON	Chris Chaffin, attorney-in-fact for Scott William Cook	11 Dec 2025	0001800221

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Common Stock	Disposed to Issuer	$1,636,149	-70,372	-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	-67,415	-100%	$0.000000	0	09 Dec 2025	Common Stock	67,415		Direct	F2, F3
transaction	PRO	Restricted Stock Units	Disposed to Issuer	$0	-15,991	-100%	$0.000000	0	09 Dec 2025	Common Stock	15,991		Direct	F2, F4
transaction	PRO	Restricted Stock Units	Disposed to Issuer	$0	-11,575	-100%	$0.000000	0	09 Dec 2025	Common Stock	11,575		Direct	F2, F5
transaction	PRO	Restricted Stock Units	Disposed to Issuer	$0	-608	-100%	$0.000000	0	09 Dec 2025	Common Stock	608		Direct	F2, F6
transaction	PRO	Restricted Stock Units	Disposed to Issuer	$0	-1,264	-100%	$0.000000	0	09 Dec 2025	Common Stock	1,264		Direct	F2, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott William Cook 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, 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 March 1, 2022 provided for vesting at 25% on the 1-year anniversary date, with the remainder to vest 6.25% after completion of each three-month calendar period 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	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.