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$PRO All transactions

PROS Holdings, Inc.

D

$ Value

$6.9M

Shares

297,674

Price

$23

Filed

Dec 11

Insider

Name

Schulz Stefan B

Title

EVP and CFO

CIK

0001340371

Roles

Officer

Transaction Details

Transaction Date

2025-12-09

Code

D

Table

Non-Derivative

Ownership

Direct

Equity Swap

No

Shares After

Footnotes

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. | Prior to cancellation, each restricted stock unit ("RSU") represented the contingent right to receive one share of Issuer common stock. | 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. | 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. | 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. | 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. | Prior to cancellation, each market stock unit ("MSU") represented the contingent right to receive one share of Issuer common stock. | These MSUs, awarded January 15, 2025 provided for a settlement date of January 31, 2028, were cancelled pursuant to the Merger Agreement. The attainment in the adjusted performance period resulted in 93.12% of the target MSUs being earned with 30% of these earned units being satisfied by payment of cash of $23.35 per unit. The remaining earned units were converted into the contingent right to receive $23.25 per unit subject to the original settlement conditions.

Filing Info

Accession No.

0001340371-25-000006

Form Type

4

Issuer CIK

0001392972

Schulz Stefan B's History

Date Ticker Type Value
2025-12-09 PRO D $6.9M
2025-12-09 PRO D $0
2025-12-09 PRO D $0
2025-12-09 PRO D $0
2025-12-09 PRO D $0
2025-12-09 PRO D $0
2025-10-13 PRO M $106K
2025-10-13 PRO F $48K
2025-10-13 PRO M $98K
2025-10-13 PRO F $45K

Other Insiders at PRO (90d)

No other insider activity at this issuer in the last 90 days.