SEC Form 8-K filed by PROS Holdings Inc.

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 of Report (Date of earliest event reported): November 26, 2025

PROS Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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:

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

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. ☐

As previously disclosed, on September 22, 2025, PROS Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Portofino Parent, LLC, a Delaware limited liability company (“Parent”), and Portofino Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned direct subsidiary of Parent. On November 3, 2025, the Company filed a definitive proxy statement (the “Definitive Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) with respect to the special meeting of the Company’s stockholders (the “Special Meeting”) scheduled to be held on December 4, 2025, at 2:00 p.m. Central Time via the Internet.

Litigation Related to the Merger

In connection with the Merger Agreement and the transactions contemplated thereby, two putative stockholders of the Company have filed the following lawsuits against the Company and the members of the Company’s Board of Directors in the Supreme Court of New York, New York County: (i) Weiss v. PROS Holdings, Inc., et al., Index No. 659707/2025, filed on November 11, 2025, and (ii) Moore v. PROS Holdings, Inc., et al., Index No. 659694/2025, filed on November 12, 2025. The complaints are substantively similar and variously allege, among other things, that the Definitive Proxy Statement failed to disclose material information. The complaints seek to enjoin the Company from proceeding with or consummating the proposed Merger and seek to recover damages in the event the proposed Merger is consummated. In addition, between October 28, 2025 and November 25, 2025, fourteen separate demand letters and one associated draft complaint were also sent to the Company by counsel for purported stockholders of the Company, alleging deficiencies in the Company’s disclosures.

The Company believes that the allegations in the complaints and letters described above are without merit. The Company also believes that the disclosures set forth in the Definitive Proxy Statement comply fully with all applicable law, and do not need to be supplemented. Nevertheless, solely to avoid the nuisance, risks, costs, and uncertainties inherent in disputes concerning these types of allegations, including the possibility that any such claim could delay or adversely affect the Merger, and allow the Company’s stockholders to vote on the Merger at the Special Meeting, the Company has determined voluntarily to supplement certain disclosures in the Definitive Proxy Statement with the supplemental disclosures set forth below. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal merit of the various litigation matters described above or the allegations made therein, or of the necessity, or materiality under applicable laws, of any of the disclosures set forth herein.

Supplemental Disclosures

The following supplemental disclosures should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. The inclusion in the supplemental disclosures of certain information should not be regarded as an indication that any of the Company or its affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material, and such information should not be relied upon as such. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. For clarity, new text within restated paragraphs from the Definitive Proxy Statement is highlighted with bold, underlined text, and deleted text within restated paragraphs from the Definitive Proxy Statement is highlighted with strikethrough text.

The disclosure under the heading “The Merger—Background of the Merger” is hereby supplemented by adding to the end of the last paragraph on page 37-38 of the Proxy Statement the following sentence:

Thoma Bravo’s bid package did not include a proposal regarding the participation or employment of the Company’s management in the Surviving Corporation, nor was it conditioned on any such participation or employment, nor were there any negotiations related to any such participation or employment prior to the signing of the Merger Agreement.

The disclosure under the heading “The Merger—Opinion of the Company’s Financial Advisor—Discounted Cash Flow Analysis” is hereby supplemented by adding the following bolded and underlined text and deleting the following strikethrough text under the first bullet at page 47 of the Proxy Statement as follows:

The disclosure under the heading “The Merger—Opinion of the Company’s Financial Advisor—Discounted Cash Flow Analysis” is hereby supplemented by amending by adding the following bolded and underlined text under the second bullet at page 47 of the Proxy Statement as follows:

The disclosure under the heading “The Merger—Opinion of the Company’s Financial Advisor—Selected Publicly Traded Companies Analysis” is hereby supplemented by amending and restating the table on page 48 of the Proxy Statement as follows:

The disclosure under the heading “The Merger—Opinion of the Company’s Financial Advisor—Selected Transactions Analysis” is hereby supplemented by amending and restating the tables on pages 49-51 of the Proxy Statement as follows:

The disclosure under the heading “The Merger—Opinion of the Company’s Financial Advisor—Selected Transactions Analysis” is hereby supplemented by adding the following bolded and underlined text to the first sentence at the first full paragraph on page 51 of the Proxy Statement as follows:

Based on an analysis of the NTM Revenue Multiples for the selected transactions and the application of its professional judgement, Qatalyst Partners selected a representative multiple range of 2.0x to 5.5x, then applied this range to the Company’s estimated next-twelve months’ revenue (calculated as the 12-month period ending June 30, 2026) of approximately $379 million based on the Analyst Estimates.

The disclosure under the heading “The Merger—Management Projections” is hereby supplemented by amending and restating the table on page 55 of the Proxy Statement as follows:

The following table is a summary of the Unaudited Prospective Financial Information:

Forward-looking statements

This Current Report on Form 8-K contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, including the timing of the proposed Merger and other information relating 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,” “will,” “could,” “should,” “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 belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond the Company’s control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. Those following important factors and uncertainties, among others, could cause actual results to differ materially from those described in the forward-looking statements: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect 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, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the risk that the Merger Agreement may be terminated in circumstances that require the Company to pay a termination fee; (v) the effect of the announcement or 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 proposed Merger, (x) unexpected costs, charges or 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 factors 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 filings with the SEC. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. The Company cautions you that the important factors referenced above may not contain all of the factors that are important to you. In addition, the Company cannot assure you that the Company will realize the results or developments expected or anticipated or, even if substantially realized, that they will result in the consequences or affect the Company or the Company’s operations in the way the Company expects. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof. Except as required by applicable law or regulation, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information About the Acquisition and Where to Find It

This communication does not constitute a solicitation of any proxy, vote or approval. In connection with the Merger, the Company filed the Definitive Proxy Statement with the SEC. The Company commenced mailing of the Definitive Proxy Statement to its stockholders entitled to vote at the special meeting relating to the Merger on or about November 3, 2025. The Company may also file other relevant documents with the SEC regarding the proposed Merger. This communication is not a substitute for the Definitive Proxy Statement or any other document that the Company may file with the SEC. 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. The Definitive Proxy Statement and other relevant materials in connection with the Merger and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website 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, are set forth in the Definitive Proxy Statement filed with the SEC on November 3, 2025. Investors should read the Definitive Proxy Statement carefully before making any voting or investment decisions.

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.