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

Reporting relationship: CEO and President, Director
Issuer ticker: PRO
Reported as of: 09 Dec 2025
Net transaction value: -$1,788,413
SEC form: 4
Accepted by SEC: 11 Dec 2025, 14:43:36 UTC
Prior SEC filing: 04 Dec 2025
Source filing: View source filing
Reporting owner signature: Christopher C. Chaffin, attorney-in-fact for Jeffrey B. Cotten

Key filing fact

Jeffrey B. Cotten filed Form 4 for PROS Holdings, Inc. (PRO) on 11 Dec 2025.

Key facts

This page summarizes Jeffrey B. Cotten's Form 4 filing for PROS Holdings, Inc. (PRO).
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 11 Dec 2025, 14:43.

Change

Previous filing in this sequence was filed on 04 Dec 2025.
Current net transaction value: -$1,788,413.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0002069653 Primary reporting owner

Cotten Jeffrey B.

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PRO transaction

Common Stock

Disposed to Issuer

Transaction value: $1,788,413
Shares: -76,921
Change %: -100%
Price: $23.25
Shares after: 0
Date: 09 Dec 2025
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PRO transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $0
Shares: -211,389
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 09 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 211,389
Exercise price
Footnotes: F2, F3

PRO transaction Derivative

Market Stock Units

Disposed to Issuer

Transaction value: $0
Shares: -420,585
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 09 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 420,585
Exercise price
Footnotes: F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jeffrey B. Cotten is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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.

Footnote F2

Prior to cancellation, each restricted stock unit ("RSU") represented the contingent right to receive one share of Issuer common stock.

Footnote 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.

Footnote F4

Prior to cancellation, each market stock unit ("MSU") represented the contingent right to receive one share of Issuer common stock.

Footnote 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.