Cook Scott William 4
4 · PROS Holdings, Inc. · Filed Dec 11, 2025
Insider Transaction Report
Form 4
Cook Scott William
Sr.VP,Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Stock
2025-12-09$23.25/sh−70,372$1,636,149→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-12-09−67,415→ 0 total→ Common Stock (67,415 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−15,991→ 0 total→ Common Stock (15,991 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−11,575→ 0 total→ Common Stock (11,575 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−608→ 0 total→ Common Stock (608 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−1,264→ 0 total→ Common Stock (1,264 underlying)
Footnotes (7)
- [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.