PROS Holdings, Inc. (“PROS”), a leading provider of AI-powered SaaS pricing and selling solutions, and Thoma Bravo, a leading software investment firm, announced that they have entered into a definitive agreement under which PROS will be acquired by Thoma Bravo in an all-cash transaction valuing PROS at approximately $1.4 billion.
Under 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’ 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’ 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’s 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.
“This transaction is the culmination of a strategic review process undertaken by the PROS Board of Directors that included discussion with a number of parties,” said Bill Russell, Non-Executive Chairman of the PROS Board of Directors. “We 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.”
“Today marks an exciting milestone for PROS,” said Jeff Cotten, President and CEO, PROS. “Thanks 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.”
“We 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. “In today’s volatile market environment, customers are increasingly looking to PROS’ 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’ growth."
“Jeff and his team have created a platform that companies across industries trust to help them compete and win,” said Matt LoSardo, a Principal at Thoma Bravo and Ryan Scheffler, a Vice President at Thoma Bravo. “We have been long impressed by PROS’ 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’s capabilities and leverage Thoma Bravo’s resources and expertise to drive the next phase of growth.”
Transaction Details
The 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.
Third Quarter 2025 Financial Results
In 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.
Advisors
Qatalyst 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.
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