PROS Holdings, Inc. Files 8-K with Major Corporate Events
| Field | Detail |
|---|---|
| Company | Pros Holdings, Inc. |
| Form Type | 8-K |
| Filed Date | Dec 9, 2025 |
| Risk Level | medium |
| Pages | 13 |
| Reading Time | 15 min |
| Key Dollar Amounts | $0.001, $23.25, $1,000, $555.99, $1,307.87 |
| Sentiment | neutral |
Sentiment: neutral
Topics: definitive-agreement, acquisition, change-of-control, corporate-action
TL;DR
PROS Holdings filed an 8-K detailing major corporate shifts - acquisitions, terminations, and potential control changes.
AI Summary
PROS Holdings, Inc. filed an 8-K on December 9, 2025, indicating several material events. These include entry into and termination of material definitive agreements, completion of an acquisition or disposition of assets, and potential triggering events for financial obligations. The filing also notes changes in control, departure of officers, and amendments to corporate documents.
Why It Matters
This 8-K filing signals significant corporate actions at PROS Holdings, Inc., which could impact its business operations, financial structure, and stock performance.
Risk Assessment
Risk Level: medium — The filing indicates multiple material events including acquisitions, terminations, and changes in control, which inherently carry significant business and financial risks.
Key Players & Entities
- PROS Holdings, Inc. (company) — Registrant
- 0001392972 (company) — Central Index Key
- 760168604 (company) — EIN
FAQ
What specific material definitive agreements were entered into and subsequently terminated by PROS Holdings, Inc.?
The filing indicates both entry into and termination of material definitive agreements, but the specific details of these agreements are not provided in the provided text.
What acquisition or disposition of assets was completed by PROS Holdings, Inc.?
The filing states that a completion of acquisition or disposition of assets occurred, but the specifics of the transaction are not detailed in the provided text.
What are the triggering events that accelerate or increase a direct financial obligation for PROS Holdings, Inc.?
The filing lists triggering events that accelerate or increase direct financial obligations, but the nature of these events is not specified in the provided text.
Were there any changes in control of PROS Holdings, Inc. as indicated by this filing?
The filing includes 'Changes in Control of Registrant' as an item information, suggesting a change in control may have occurred or is being reported.
What other significant corporate events are reported in this 8-K filing?
The filing also reports 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' and 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year'.
Filing Stats: 3,833 words · 15 min read · ~13 pages · Grade level 11.9 · Accepted 2025-12-09 09:19:12
Key Financial Figures
- $0.001 — hange on which registered Common stock $0.001 par value per share PRO New York St
- $23.25 — are (the " Company Common Stock "), for $23.25 per share, in cash, as described in mor
- $1,000 — tock. Rather, the right to convert each $1,000 principal amount of the 2027 Notes or t
- $555.99 — 2027 Notes will be entitled to receive $555.99 per $1,000 principal amount of 2027 Not
- $1,307.87 — 2030 Notes will be entitled to receive $1,307.87 per $1,000 principal amount of 2030 Not
- $1.13 billion — t Report on Form 8-K) was approximately $1.13 billion. The funds used to complete the Merger
Filing Documents
- d54162d8k.htm (8-K) — 62KB
- d54162dex31.htm (EX-3.1) — 9KB
- d54162dex32.htm (EX-3.2) — 71KB
- d54162dex41.htm (EX-4.1) — 15KB
- d54162dex42.htm (EX-4.2) — 15KB
- d54162dex991.htm (EX-99.1) — 32KB
- d54162dex992.htm (EX-99.2) — 32KB
- d54162dex993.htm (EX-99.3) — 11KB
- g54162g1209034823914.jpg (GRAPHIC) — 3KB
- g54162g1209034824072.jpg (GRAPHIC) — 1KB
- g54162im001.jpg (GRAPHIC) — 8KB
- 0001193125-25-312044.txt ( ) — 454KB
- pro-20251208.xsd (EX-101.SCH) — 3KB
- pro-20251208_lab.xml (EX-101.LAB) — 18KB
- pro-20251208_pre.xml (EX-101.PRE) — 11KB
- d54162d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed September 22, 2025) 3.1 Amended and Restated Certificate of Incorporation of PROS Holdings, Inc. 3.2 Amended and Restated Bylaws of PROS Holdings, Inc. 4.1 2027 Notes First Supplemental Indenture 4.2 2030 Notes First Supplemental Indenture 99.1 Notice of Supplemental Indenture, Fundamental Change, Make-Whole Fundamental Change, Fundamental Change Company Notice, Repurchase Right and Payment Upon Conversion to Holders of 2.250% Convertible Senior Notes Due 2027 of PROS Holdings, Inc., dated December 9, 2025 99.2 Notice of Supplemental Indenture, Fundamental Change, Make-Whole Fundamental Change, Fundamental Change Company Notice, Repurchase Right and Payment Upon Conversion to Holders of 2.50% Convertible Senior Notes Due 2030 of PROS Holdings, Inc., dated December 9, 2025 99.3 Press Release, dated December 9, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The disclosure schedules to and certain provisions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K as they contain information that is both not material and of the type that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit, including any schedule hereto, to the SEC upon its request; however, the registrant may request confidential treatment of such unredacted copy.
SIGNATURES
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 thereunto duly authorized. PROS HOLDINGS, INC. Date: December 9, 2025 By: /s/ Damian W. Olthoff Name: Damian W. Olthoff Title: General Counsel and Secretary