Nehal Chokshi

Zane Meehan

Brian Schwartz

Jeff Van Rhee

Parker Lane

Scott Berg

Daniel Hibshman

Hin Fung Cheng

Jason Celino

J. Parker Lane

Matthew Kikkert

Patrick Schulz

Robert Morelli

Robert Oliver

Rob Oliver

Victor Cheng

- PROS Holdings has agreed to be acquired by private equity firm Thoma Bravo in a **$1.4 billion** all-cash deal.  **[1392972_71f25058337e4810882b6aa1584cd3e1]** 
- Thoma Bravo will pay **$23.25 per share**, which represents a premium of approximately **40%** to the recent closing price and a **53.2% premium** over the volume-weighted average share price of PROS Holdings over the 30 days ending Friday.  **[1392972_71f25058337e4810882b6aa1584cd3e1]** 
- The acquisition, unanimously supported by PROS Holdings' Board of Directors, is expected to close in the **fourth quarter of 2025**, after which PROS will be taken private and delisted from the New York Stock Exchange.  **[1392972_71f25058337e4810882b6aa1584cd3e1]** 
- Following the announcement, PROS shares surged approximately **40%**, and the company will delay its Q3 earnings call to report results at a later date.  **[1392972_71f25058337e4810882b6aa1584cd3e1]**

PROS Holdings Agrees to $1.4 Billion Takeover by Thoma Bravo

- **PROS Holdings, Inc.** has entered into a definitive agreement to be acquired by Thoma Bravo in an all-cash transaction valuing PROS at approximately **$1.4 billion**.  **[1392972_0001193125-25-210084_d81030dex991.htm:0]** 
- Under the terms of the agreement, PROS shareholders will receive **$23.25 per share in cash**, which represents a **41.7 percent premium** over PROS’ closing share price on September 19, 2025.  **[1392972_0001193125-25-210084_d81030dex991.htm:0]** 
- The transaction is expected to close in the **fourth quarter of 2025**, subject to shareholder and regulatory approvals, after which PROS will become a private company.  **[1392972_0001193125-25-210084_d81030dex991.htm:1]** **[1392972_0001193125-25-210084_d81030dex991.htm:0]** 
- Due to the announced transaction, PROS will not host its third quarter earnings conference call, and Q3 2025 results will be released at a later date.  **[1392972_0001193125-25-210084_d81030dex991.htm:1]**

PROS Holdings to be Acquired by Thoma Bravo

PROS Holdings (PRO)