Jeffrey B. Cotten - 09 Dec 2025 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: CEO and President, Director
Signature: Christopher C. Chaffin, attorney-in-fact for Jeffrey B. Cotten
Issuer symbol: PRO
Transactions as of: 09 Dec 2025
Transactions value $: -$1,788,413
Form type: 4
Filing time: 11 Dec 2025, 14:43:36 UTC
Previous filing: 04 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Cotten Jeffrey B.	CEO and President, Director	3200 KIRBY DR., SUITE 600, HOUSTON	Christopher C. Chaffin, attorney-in-fact for Jeffrey B. Cotten	11 Dec 2025	0002069653

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Common Stock	Disposed to Issuer	-$1.79M	-76.9K	-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	-211K	-100%	$0.00	0	09 Dec 2025	Common Stock	211K		Direct	F2, F3
transaction	PRO	Market Stock Units	Disposed to Issuer	$0	-421K	-100%	$0.00	0	09 Dec 2025	Common Stock	421K		Direct	F4, F5

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

Jeffrey B. Cotten 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 June 3, 2025 provided for vesting of 25% on June 2, 2026, with the remainder vesting at the rate of 6.25% on the 2nd 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.
F4	Prior to cancellation, each market stock unit ("MSU") represented the contingent right to receive one share of Issuer common stock.
F5	These MSUs, awarded June 2, 2025, which provided for settlement on June 30, 2028 were cancelled pursuant to the Merger Agreement. The attainment in the adjusted performance period resulted in 186.53% of the target MSUs being earned with 17% of these earned units being satisfied by payment of cash of $23.25 per unit. The remaining earned units were converted into the right to receive $23.25 per unit subject to the original settlement conditions.