8-K filed December 9, 2025, 6:59 PM ET CIK 0001392972

M&A confidence high sentiment neutral materiality 1.00

Thoma Bravo completes $1.13B acquisition of PROS Holdings; shares cashed out at $23.25 per share

PROS Holdings, Inc.

Merger closed Dec 9; shareholders received $23.25 per share in cash; total equity value ~$1.13B.
2027 Notes conversion yields cash $555.99 per $1,000 principal; repurchase right expires Jan 7, 2026.
2030 Notes conversion yields $1,307.87 per $1,000 principal during make-whole period; repurchase right expires Jan 7, 2026.
Company stock delisted from NYSE; trading halted Dec 9; Form 15 to deregister and suspend SEC reporting.
Board resigned; new directors from Thoma Bravo appointed: Jeff Cotten, Stefan Schulz, Damian Olthoff.

item 1.01 item 1.02 item 2.01 item 2.04 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 8.01 item 9.01

Machine-readable event card

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accession: 0001193125-25-312044
form_type: 8-K
ticker: null
cik: 0001392972
company_name: PROS Holdings, Inc.
filed_at: 2025-12-09T23:59:59+00:00
discovered_at: 2026-05-14T18:02:39.291723+00:00
generated_at: 2026-05-16T13:46:37.225579+00:00
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event_type: m_and_a
sentiment: neutral
materiality_score: 1.0
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Source-grounded claims

0e559f5a364c018f81309ce28e169eb35c309e40

PROS Holdings, Inc. faced acceleration on convertible notes with holders of the 2027 Notes and the 2030 Notes.

Under the Convertible Notes Indentures, the consummation of the Merger constitutes a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the applicable Convertible Notes Indenture).

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

b38482eb906b83b4f169acfcdc9976763278d198

PROS Holdings, Inc. reported a default on convertible notes with holders of the 2027 Notes.

holders of the 2027 Notes will be entitled to receive $555.99 per $1,000 principal amount of 2027 Notes validly surrendered for conversion.

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

f09bcd30c537833533ab4690bc099921c274d4dd

PROS Holdings, Inc. reported a default on convertible notes with holders of the 2030 Notes.

holders of the 2030 Notes will be entitled to receive $1,307.87 per $1,000 principal amount of 2030 Notes validly surrendered for conversion during the Make-Whole Fundamental Change Period.

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

c385cbf709c2a7ce8ba9a0b730b594f87bf6bfe0

PROS Holdings, Inc.: Certificate of incorporation amended and restated in its entirety upon Merger effective time.

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

e29f7d419ead4648889109615df322202d1aec9c

PROS Holdings, Inc.: Bylaws amended and restated in their entirety upon Merger effective time.

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

282b57e67fdc2f60ed95a8277593eb85c2bcd2e1

PROS Holdings, Inc. underwent a change of control involving Portofino Parent, LLC (parent of Thoma Bravo affiliated entities) for $23.25 per share (closed 2025-12-09).

affiliated with Thoma Bravo, L.P. (“ TB ”) to acquire all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “ Company Common Stock ”), for $23.25 per share, in cash, as described in more detail below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings set forth in

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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Source: SEC EDGAR

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