UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d)~~: July 31, 2025~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 22, 2025

LOGO

PROS Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33554

76-0168604

(Commission File Number)

(IRS Employer Identification No.)

Delaware

3200 Kirby Drive, Suite 600

Houston

77098

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code

(713)

335-5151

(Former Name or Former Address, if Changed Since Last Report)

(State or Other Jurisdiction of Incorporation)


001-33554		76-0168604
(Commission File Number)		(IRS Employer Identification No.)


3200 Kirby Drive, Suite 600 Houston TX		77098
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (713) 335-5151

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange

on which registered

Common stock $0.001 par value per share

PRO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o ☐

Item 27.~~02 Results~~01. ofRegulation ~~Operations~~FD ~~and Financial Condition~~Disclosure.

OnAgreement ~~July 31,~~and ~~2025,~~Plan ~~PROS Holdings, Inc. (the "Company") issued a press release announcing financial results for its quarter ended June 30, 2025. A copy~~ of ~~the~~Merger press release, dated as of July 31, 2025, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release contains forward looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

On ~~The~~September 22, ~~information~~2025, inPROS ~~Item~~Holdings, 2Inc.02, ofa ~~this~~Delaware ~~Current~~corporation ~~Report,~~(the ~~including~~“Company”) ~~Exhibit~~issued ~~99.1~~a ~~attached~~press ~~hereto,~~release ~~shall~~announcing ~~not~~its beentry ~~deemed~~into ~~“filed”~~an ~~for~~Agreement ~~the~~and ~~purpose~~Plan of ~~Section~~Merger ~~18 of~~ (the ~~Securities~~“Merger ~~Exchange~~Agreement”) ~~Act~~with ofPortofino ~~1934~~Parent, asLLC, ~~amended~~a ~~(the~~Delaware ~~"Exchange~~limited ~~Act"~~liability company (“Parent”), orand ~~otherwise~~Portofino ~~subject~~Merger toSub, ~~the~~Inc., ~~liabilities~~a ofDelaware ~~that~~corporation ~~section.~~and ~~The~~wholly ~~information~~owned ~~contained~~direct ~~herein~~subsidiary ~~and~~of inParent ~~Exhibit~~(“Merger ~~99.1~~Subsidiary”), ~~shall~~pursuant ~~not~~to bewhich ~~incorporated~~Merger bySubsidiary ~~reference~~will ~~into~~merge ~~any~~with ~~registration~~and ~~statement~~into orthe ~~other~~Company ~~document~~(the ~~filed~~“Merger”), with the ~~Securities~~Company ~~and~~surviving ~~Exchange~~the ~~Commission~~Merger ~~("SEC")~~as bya ~~the~~wholly ~~Company,~~owned ~~whether~~direct ~~made~~subsidiary ~~before~~of orParent. ~~after~~Parent ~~the~~and ~~date~~Merger ~~hereof~~Subsidiary were formed by investment funds affiliated with Thoma Bravo, ~~regardless~~L.P. to acquire all of ~~any~~the ~~general~~Company’s ~~incorporation~~outstanding ~~language~~shares inof ~~such~~common ~~filing,~~stock ~~except~~for as$23.25 ~~shall~~per beshare. ~~expressly~~A ~~set~~copy ~~forth~~of bythe ~~specific~~press ~~reference~~release inis ~~such~~attached ~~filing~~as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99. ~~Regulation~~1 FDshall ~~Disclosure~~not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such future filing.

OnForward-looking ~~July 31,~~statements 2025, the Company published the Q2 2025 Investor Presentation ("Investor Presentation") on the Investor Relations section of the Company’s website located at https://ir.pros.com/. From time to time, the Company may also present and/or distribute the Investor Presentation to the investment community to provide updates and summaries of its business. A copy of the Q2 2025 Investor Presentation is furnished herewith as Exhibit 99.2. Investors should note that the Company uses the Investor Relations section of its corporate website to announce material information to investors and the marketplace. While not all of the information that the Company posts on its corporate website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in the Company to review the information that it shares on the Investor Relations section of its website.

~~The~~This ~~information~~Current ~~contained~~Report inon ~~the~~Form ~~Investor~~8-K ~~Presentation~~contains isnot ~~summary~~only historical information, ~~that~~but isalso ~~intended~~forward-looking statements made pursuant to bethe ~~considered~~safe-harbor inprovisions of the ~~context~~Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company'’s ~~SEC~~expectations ~~filings~~or beliefs concerning future events, including the timing of the proposed Merger and other ~~public~~information ~~announcements~~relating ~~that~~to the proposed Merger. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the proposed Merger and other information relating to the proposed Merger. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” ~~make~~“will,” by“could,” ~~press~~“should,” ~~release~~“would,” “assuming” and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, the Company expresses an expectation or ~~otherwise~~belief as to future results, ~~from~~such ~~time~~expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. ~~The~~ However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond the Company’s ~~undertakes~~control. noTherefore, ~~duty~~actual outcomes and results may differ materially from what is expressed or ~~obligation~~forecast in the forward-looking statements. These following important factors and uncertainties, among others, could cause actual results to ~~publicly~~differ ~~update~~materially orfrom ~~revise~~those described in the ~~information~~forward-looking ~~contained~~statements: (i) the risk that the Merger may not be completed in ~~this~~a ~~report,~~timely ~~although~~manner itor at all, which may doadversely soaffect the Company’s business and the price of the Common Stock of the Company, (ii) the failure to satisfy the conditions to the consummation of the Merger, including the adoption of the Merger Agreement by the stockholders of the Company and the receipt of regulatory approvals from ~~time~~various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval, (iii) the occurrence of any event, change or other circumstance that could give rise to ~~time~~the astermination ~~its~~of ~~management~~the ~~believes~~Merger isAgreement, ~~warranted.~~(iv) ~~Any~~the ~~such~~risk ~~updating~~that the Merger Agreement may be ~~made~~terminated ~~through~~in circumstances that require the ~~filing~~Company to pay a termination fee, (v) the effect of ~~other~~the ~~reports~~announcement or ~~documents~~pendency of the Merger on the Company’s business relationships, operating results and business generally, (vi) risks that the proposed Merger disrupts current plans and operations, (vii) risks related to diverting management’s attention from the Company’s ongoing business operations, (viii) the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the Merger, (ix) the Company’s ability to retain, hire and integrate skilled personnel including the Company’s senior management team and maintain relationships with key business partners and customers, and others with whom it does business, in light of the ~~SEC~~proposed Merger, ~~through~~(x) unexpected ~~press~~costs, ~~releases~~charges or ~~through~~expenses resulting from the proposed Merger, (xi) the impact of adverse general and industry-specific economic and market conditions, (xii) risks caused by delays in upturns or downturns being reflected in the Company’s financial position and results of operations, (xiii) risks that the benefits of the Merger are not realized when and as expected, (xiv) uncertainty as to timing of completion of the proposed Merger, and (xv) other ~~public~~factors ~~disclosure.~~described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company’s subsequent Quarterly Reports on Form 10-Q, and in other reports and

~~The~~ filings ~~information~~with inthe ~~Item 7~~SEC.01 Forward-looking statements speak only as of the date of this ~~Current~~communication ~~Report,~~or ~~including~~the ~~Exhibits~~date ~~99.2~~of ~~attached~~any ~~hereto,~~document ~~shall~~incorporated ~~not~~by bereference ~~deemed~~in ~~"filed"~~this ~~for~~document. The Company cautions you that the ~~purpose~~important offactors ~~Section~~referenced 18above may not contain all of the ~~Exchange~~factors ~~Act,~~that orare ~~otherwise~~important ~~subject~~ to you. In addition, the ~~liabilities~~Company ofcannot assure you that ~~section.~~the ~~The~~Company ~~information~~will ~~contained~~realize inthe ~~this~~results ~~Item~~or ~~7.01~~developments ~~and~~expected inor ~~Exhibits~~anticipated ~~99.2~~or, ~~shall~~even ~~not~~if besubstantially ~~incorporated~~realized, bythat ~~reference~~they ~~into~~will ~~any~~result ~~registration~~in ~~statement~~the consequences or ~~other~~affect ~~document~~the ~~filed~~Company ~~with~~or the ~~SEC~~Company’s byoperations in the way the Company, ~~whether~~expects. The forward-looking statements included in this Current Report on Form 8-K are made ~~before~~only oras ~~after~~of the date hereof. Except as required by applicable law or regulation, ~~regardless~~the ofCompany ~~any~~does ~~general~~not ~~incorporation~~undertake ~~language~~to inupdate ~~such~~or ~~filing,~~revise ~~except~~any asforward-looking ~~shall~~statements, bewhether ~~expressly~~as ~~set~~a ~~forth~~result byof ~~specific~~new ~~reference~~information, infuture ~~such~~events ~~filing~~or otherwise.

Additional Information About the Acquisition and Where to Find It

This Current Report on Form 8-K is being made in respect of the proposed Merger involving the Company, with Portofino Parent, LLC, a Delaware limited liability company, and Portofino Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent. The Company expects to seek, and intends to file with the SEC a proxy statement and other relevant documents in connection with a special meeting of the Company’s stockholders for purposes of obtaining, stockholder approval of the proposed Merger. The Company may also file other relevant documents with the SEC regarding the proposed Merger. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC. The definitive proxy statement (when available) will be sent or given to the stockholders of the Company and will contain important information about the proposed Merger and related matters. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BY THE COMPANY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER. Investors will be able to obtain a free copy of the proxy statement and other documents containing important information about the Company and the proposed Merger, once such documents are filed by the Company with the SEC at the SEC’s website at www.sec.gov or from the Company at its website at https://ir.pros.com/.

Participants in the Solicitation

The Company, and certain of its directors and executive officers, may be deemed to be participants in the solicitation of proxies in connection with the proposed Merger. Information about the Company’s directors and executive officers is set forth in (i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 12, 2025, (ii) the Company’s Definitive Proxy Statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025, as supplemented on April 7, 2025, under the headings “Directors”, “Director Compensation”, “Executive Officers”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Security Ownership”, and “Related Party Transactions”, (iii) to the extent holdings of Company securities by its directors or executive officers have changed since the amounts set forth in the Company’s proxy statement for its 2025 annual meeting of stockholders, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC, (iv) the Company’s Current Report on Form 8-K, which was filed on May 1, 2025, and (v) and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the Company’s definitive proxy statement and other relevant materials to be filed with the SEC regarding the proposed Merger when such materials become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions. Copies of the documents filed with the SEC by the Company will be available free of charge through the website maintained by the SEC at sec.gov and the Company’s website at https://ir.pros.com/.

No Offer

No person has commenced soliciting proxies in connection with the proposed Merger referenced in this Current Report on Form 8-K, and this Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell securities.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
ExhibitNo.	Description
99.1	Press Release	~~Press Release dated July 31, 2025.~~
99.2		Investor Presentation dated July 31, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized.

	~~PROS HOLDINGS, INC.~~	PROS HOLDINGS, INC.
July 31, 2025			/s/ Stefan Schulz
Date: September 22, 2025		By:	/s/ Damian W. Olthoff
			Stefan Schulz
		Name:	Damian W. Olthoff
			Executive Vice President and Chief Financial Officer
		Title:	General Counsel and Secretary

Filing Compare · PROS Holdings, Inc.