[Form 4] Pros Holdings, Inc. Insider Trading Activity

Filing Impact

(Neutral)

Filing Sentiment

(Positive)

Form Type

Rhea-AI Filing Summary

Form 4 overview: Cognizant Technology Solutions (CTSH) director Karima Silvent reported the full vesting of a July 11 2024 Restricted Stock Unit (RSU) award on July 11 2025. The award consisted of 2,818 original RSUs plus additional RSUs earned through dividend-equivalent rights, bringing the total to 2,860 Class A common shares.

The transaction details show:

2,860 shares acquired upon vesting (coded 鈥淢鈥� 鈥� conversion of derivative security).
23 shares withheld (code 鈥淔鈥�) at a price of $76.73 to satisfy statutory tax obligations, equivalent to roughly $1.8 k.
Net shares retained: 2,837 held directly after the transactions.
The fractional 0.949 RSU was settled in cash and cancelled under the company鈥檚 2023 Incentive Award Plan.

No derivative securities remain outstanding for the reporting person after this filing, and the director鈥檚 ownership is classified as direct. Because the shares were delivered through routine equity compensation vesting鈥攔ather than an open-market purchase or discretionary sale鈥攖he filing has limited fundamental impact on CTSH and is largely compliance-related.

Insights

TL;DR 鈥� Routine RSU vesting; neutral impact on valuation.

The filing records the normal vesting of 2,860 RSUs for director Karima Silvent, net of 23 shares withheld for taxes. There is no open-market buying or selling, so cash movement is minimal and liquidity unchanged. Given Cognizant鈥檚 ~500 million share base, the transaction is immaterial (<0.001%). Therefore, I view the news as neutral with no effect on earnings, cash flow, or governance risk.

TL;DR 鈥� Standard equity-plan execution, nothing alarming.

This Form 4 confirms proper administration of the 2023 Incentive Award Plan: dividend equivalents were converted, fractional shares paid in cash, and taxes withheld automatically. No indicators of aggressive selling or opportunistic timing exist. Compliance signatures and power-of-attorney usage follow Section 16 rules. Overall governance signal remains stable; impact on investors is negligible.

07/15/2025 - 04:26 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schulz Stefan B

(Last)

(First)

(Middle)

3200 KIRBY DR., SUITE 600

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [ PRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/14/2025⁽¹⁾		M		4,630	A	$15.48⁽²⁾	291,044	D
Common Stock	07/14/2025⁽¹⁾		F		2,112	D	$15.48⁽²⁾	288,932	D
Common Stock	07/14/2025⁽¹⁾		M		4,263	A	$15.48⁽²⁾	293,195	D
Common Stock	07/14/2025⁽¹⁾		F		1,944	D	$15.48⁽²⁾	291,251	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	07/14/2025⁽¹⁾		M			4,630	⁽⁴⁾	⁽⁴⁾	Common Stock	4,630	$0	188,379⁽⁵⁾	D
Restricted Stock Units	⁽³⁾	07/14/2025⁽¹⁾		M			4,263	⁽⁶⁾	⁽⁶⁾	Common Stock	4,263	$0	184,116⁽⁷⁾	D

Explanation of Responses:

1. The actual vest date occurred on Saturday, July 12, 2025 and therefore the transaction occurred on the first business day thereafter.

2. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on July 14, 2025.

3. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.

4. This is the seventh tranche of an award granted on January 12, 2023, in the amount of 74,074 RSUs.

5. Includes: (i) 5,832 unvested RSUs awarded January 10, 2022 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter; (ii) 27,780 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; (iii) 46,902 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; and (iv) 107,865 unvested RSUs awarded January 15, 2025 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 15th day of the first month of each quarter thereafter.

6. This is the third tranche of an award granted on January 12, 2024, in the amount of 68,220 RSUs.

7. This amount includes everything listed in Footnote 5, but the shares shown in item "(iii)" is changed to 42,639.

Remarks:

	Chris Chaffin, attorney-in-fact for Stefan B. Schulz	07/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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