XML 20 R7.htm IDEA: XBRL DOCUMENT

Organization and Nature of Operations	9 Months Ended
Organization and Nature of Operations	Sep. 30, 2025
Organization and Nature of Operations [Abstract]
Organization and nature of operations	Organization and Nature of Operations PROS Holdings, Inc., a Delaware corporation, through its operating subsidiaries (collectively, the "Company" or "PROS"), provides solutions that optimize shopping and selling experiences, powering intelligent commerce. PROS solutions leverage artificial intelligence ("AI"), self-learning and automation to dynamically match offers to buyers and prices to products, supporting both business-to-business ("B2B") and business-to-consumer ("B2C") companies across industry verticals. Companies can use these selling, pricing, revenue optimization, distribution and retail, and digital offer marketing solutions to assess their market environments in real time to understand supply, forecast demand and deliver winning offers. The Company's solutions enable its customers to provide the buyers of their products the ability to move fluidly from one sales channel to another, whether direct, partner, online, mobile or other emerging channels, with a harmonized experience regardless of which channel is used. The Company's decades of data science and AI expertise are infused into its solutions and are designed to reduce time and complexity through actionable intelligence. Proposed Merger On September 22, 2025, we entered into a Merger Agreement to be acquired by Thoma Bravo, L.P., a leading private equity investment firm. Pursuant to the 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 Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned direct subsidiary of Parent. Parent and Merger Sub were formed by investment funds affiliated with Thoma Bravo, L.P. The Merger, which has been unanimously approved by the Board of Directors of PROS, is currently 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 Merger, PROS will be a private company, and its common stock will be delisted from the New York Stock Exchange. The Company will continue to be headquartered in Houston, Texas. In connection with the Merger, the Company has thus far incurred $2.3 million of transaction costs for the three and nine months ended September 30, 2025, including legal, accounting, financial advisory and other professional services fees, which were recorded primarily within general and administrative expenses in the unaudited condensed consolidated statements of comprehensive (loss) income.