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<\/a><\/a>\nUnder the terms of the agreement, PROS shareholders will receive $23.25 per share in cash, representing a premium of approximately 41.7 percent over PROS\u2019 closing share price on September 19, 2025, the last full trading day prior to the transaction announcement, and a 53.2 percent premium to PROS\u2019 volume weighted average share price over the 30-day period ending the same date. Upon completion of the transaction, PROS will become a private company with the benefit of Thoma Bravo\u2019s operating capabilities, capital support and deep sector expertise, and will be well positioned to continue delivering on key strategic priorities, including advancing AI innovation and agentic intelligence, expanding market reach and optimizing go-to-market execution.<\/p>
\n\u201cThis transaction is the culmination of a strategic review process undertaken by the PROS Board of Directors that included discussion with a number of parties,\u201d said Bill Russell, Non-Executive Chairman of the PROS Board of Directors. \u201cWe are pleased to reach this agreement with Thoma Bravo, which delivers significant and immediate cash value to our shareholders and we believe is the best path forward for PROS and all of our stakeholders.\u201d<\/p>
\n\u201cToday marks an exciting milestone for PROS,\u201d said Jeff Cotten, President and CEO, PROS. \u201cThanks to the deep expertise and decades of innovation delivered by our team, PROS has become a complete and intelligent commercial platform to help businesses win. With Thoma Bravo, I am confident that we will be able to achieve our operational and market ambitions for the benefit of our customers. As a private company, PROS will be more agile and have greater flexibility to invest in innovation and expand our platform, building on our leadership position and enabling us to remain at the forefront of AI-powered enterprise transformation.\u201d<\/p>
\n\u201cWe are thrilled to back Jeff and the talented PROS team as they continue to build on their leadership position to further advance AI innovation,\" said A.J. Rohde, a Senior Partner at Thoma Bravo. \u201cIn today\u2019s volatile market environment, customers are increasingly looking to PROS\u2019 AI-powered pricing and selling solutions to provide them with real-time, data-driven decision making that enables them to precisely capture demand at competitive price points through customized prices and offers. We are confident we can apply our operational expertise and our deep experience working with market-leading companies to accelerate PROS\u2019 growth.\"<\/p>
\n\u201cJeff and his team have created a platform that companies across industries trust to help them compete and win,\u201d said Matt LoSardo, a Principal at Thoma Bravo and Ryan Scheffler, a Vice President at Thoma Bravo. \u201cWe have been long impressed by PROS\u2019 track record of innovation and the tangible results they deliver for customers. We are excited to work together to continue delivering AI innovation, expand the platform\u2019s capabilities and leverage Thoma Bravo\u2019s resources and expertise to drive the next phase of growth.\u201d<\/p>
\nTransaction Details<\/b><\/p>
\nThe transaction, which has been unanimously approved by the Board of Directors of PROS, is expected to close in the fourth quarter of 2025, subject to approval by PROS shareholders, the satisfaction of regulatory approvals and customary closing conditions. Upon closing of the transaction, PROS will be a private company, and its common stock will no longer be listed or traded on the New York Stock Exchange or any public exchange. The Company will continue to be headquartered in Houston, Texas.<\/p>
\nThird Quarter 2025 Financial Results<\/b><\/p>
\nIn light of the announced transaction with Thoma Bravo, PROS will not be hosting its third quarter earnings conference call. Third quarter 2025 results will be released at a later date.<\/p>
\nAdvisors<\/b><\/p>
\nQatalyst Partners is serving as exclusive financial advisor to PROS, DLA Piper LLP (US) is serving as legal counsel and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor. Evercore is serving as financial advisor to Thoma Bravo and Kirkland & Ellis LLP is serving as its legal advisor.<\/p>
\nAbout PROS<\/b><\/p>
\nPROS Holdings, Inc. (NYSE: PRO) is a leading provider of SaaS solutions that optimize omnichannel shopping and selling experiences, powering intelligent commerce. Leveraging leadership in revenue and pricing science, the PROS Platform combines predictive AI, real-time analytics, and powerful automation to dynamically match offers to buyers and prices to products. Businesses win more with PROS. Learn more at pros.com.<\/p>
\nAbout Thoma Bravo<\/b><\/p>
\nThoma Bravo is one of the largest software-focused investors in the world, with approximately $181 billion in assets under management as of June 30, 2025. Through its private equity, growth equity and credit strategies, the firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging Thoma Bravo\u2019s deep sector knowledge and strategic and operational expertise, the firm collaborates with its portfolio companies to implement operating best practices and drive growth initiatives. Over the past 20+ years, the firm has acquired or invested in approximately 555 companies representing approximately $285 billion in enterprise value (including control and non-control investments). The firm has offices in Chicago, Dallas, London, Miami, New York, and San Francisco. For more information, visit Thoma Bravo\u2019s website at <\/b>www.thomabravo.com<\/a>.<\/p> \nAdditional Information About the Acquisition and Where to Find It<\/b><\/p> \nThis communication is being made in respect of the proposed transaction involving PROS, Portofino Parent, LLC and Portofino Merger Sub, Inc. PROS expects to seek, and intends to file with the SEC a proxy statement and other relevant documents in connection with a special meeting of PROS\u2019 stockholders for purposes of obtaining stockholder approval of the proposed transaction. PROS may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement or any other document that PROS may file with the SEC. The definitive proxy statement (when available) will be sent or given to the stockholders of PROS and will contain important information about the proposed transaction and related matters. INVESTORS AND STOCKHOLDERS OF PROS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BY PROS, 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 PROS AND THE PROPOSED TRANSACTION. Investors and stockholders will be able to obtain a free copy of the proxy statement and other documents containing important information about PROS and the proposed transaction once such documents are filed by PROS with the SEC at the SEC\u2019s website at www.sec.gov<\/a> or from PROS at its website at https:\/\/ir.pros.com\/<\/a>.<\/p> \nParticipants in the Solicitation<\/b><\/p> \nPROS and certain of its directors, executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about PROS\u2019s directors and executive officers is set forth in (i) PROS\u2019 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including under the headings \u201cItem 10. Directors, Executive Officers and Corporate Governance\u201d, \u201cItem 11. Executive Compensation\u201d, \u201cItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\u201d and \u201cItem 13. Certain Relationships and Related Transactions, and Director Independence\u201d, which was filed with the SEC on February 12, 2025, and can be found here<\/a>, (ii) PROS\u2019 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 \u201cDirectors\u201d, \u201cDirector Compensation\u201d, \u201cExecutive Officers\u201d, \u201cCompensation Discussion and Analysis\u201d, \u201cExecutive Compensation\u201d, \u201cSecurity Ownership\u201d, and \u201cRelated Party Transactions\u201d and can be found here<\/a>, (iii) PROS\u2019 Current Report on Form 8-K, which was filed on May 1, 2025 and can be found here<\/a>, and (iv) subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. To the extent holdings of PROS securities by its directors or executive officers have changed since the amounts set forth in PROS\u2019 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 (which are available at EDGAR Search Results here<\/a>). 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 PROS\u2019s definitive proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and stockholders 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 PROS will be available free of charge through the website maintained by the SEC at sec.gov and PROS\u2019s website at https:\/\/ir.pros.com\/<\/a>.<\/p> \nForward-looking statements<\/b><\/p> \nThis communication, and the documents to which PROS refers you in this communication, 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 PROS\u2019 expectations or beliefs concerning future events, including the timing of the proposed transaction and other information relating to the proposed transaction. Forward-looking statements include information concerning possible or assumed future results of operations of PROS, the expected completion and timing of the proposed transaction and other information relating to the proposed transaction. Without limiting the foregoing, the words \u201cbelieves,\u201d \u201canticipates,\u201d \u201cplans,\u201d \u201cexpects,\u201d \u201cintends,\u201d \u201cforecasts,\u201d \u201cshould,\u201d \u201cestimates,\u201d \u201ccontemplate,\u201d \u201cfuture,\u201d \u201cgoal,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cprojection,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201ccould,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201cassuming\u201d 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, PROS 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 PROS\u2019 control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. <\/i>The 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 transaction may not be completed in a timely manner or at all, which may adversely affect PROS\u2019 business and the price of the common stock of PROS, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of PROS and the receipt of regulatory approvals from 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 the termination of the merger agreement, (iv) the risk that the merger agreement may be terminated in circumstances that require PROS to pay a termination fee, (v) the effect of the announcement or pendency of the transaction on PROS\u2019 business relationships, operating results and business generally, (vi) risks that the proposed transaction disrupts current plans and operations, (vii) risks related to diverting management\u2019s attention from PROS\u2019 ongoing business operations, (viii) the outcome of any legal proceedings that may be instituted against PROS related to the merger agreement or the transaction, (ix) PROS\u2019 ability to retain, hire and integrate skilled personnel including PROS\u2019 senior management team and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed transaction, (x) unexpected costs, charges or expenses resulting from the proposed transaction, (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 PROS\u2019 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 \u201cRisk Factors\u201d in PROS\u2019 Annual Report on Form 10-K for the year ended December 31, 2024, PROS\u2019 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. PROS cautions you that the important factors referenced above may not contain all of the factors that are important to you. In addition, PROS cannot assure you that PROS will realize the results or developments expected or anticipated or, even if substantially realized, that they will result in the consequences or affect PROS or PROS\u2019 operations in the way PROS expects. The forward-looking statements included in this communication are made only as of the date hereof. Except as required by applicable law or regulation, PROS does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.<\/p> \nNo Offer<\/b><\/p> \nNo person has commenced soliciting proxies in connection with the proposed transaction referenced in this press release, and this press release is neither an offer to purchase nor a solicitation of an offer to sell securities.<\/p> \n\u00a0<\/p> \nPROS Contacts<\/b><\/p> \nMedia<\/b> \nor<\/p> \nJamie Moser \/ Aura Reinhard\n \nInvestor Relations<\/b> \nThoma Bravo Contacts<\/b><\/p> \nMegan Frank\n \nor<\/p>