Cotten Jeffrey B. 4
4 · PROS Holdings, Inc. · Filed Dec 11, 2025
Insider Transaction Report
Form 4
Cotten Jeffrey B.
DirectorCEO and President
Transactions
- Disposition to Issuer
Common Stock
2025-12-09$23.25/sh−76,921$1,788,413→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-12-09−211,389→ 0 total→ Common Stock (211,389 underlying) - Disposition to Issuer
Market Stock Units
2025-12-09−420,585→ 0 total→ Common Stock (420,585 underlying)
Footnotes (5)
- [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.