PROS Holdings, a leading company specializing in artificial intelligence-powered software solutions for pricing and selling, and Thoma Bravo, a prominent investment firm focused on software, have officially announced a definitive agreement. Under this agreement, PROS will be acquired by Thoma Bravo in an all-cash transaction, valuing PROS at approximately $1.4 billion.
According to the agreement’s details, PROS shareholders are set to receive $23.25 in cash for each share they own. This represents a significant premium of approximately 41.7% compared to PROS’ closing share price on September 19, 2025, which was the last full trading day before the announcement of this transaction. This represents a 53.2% premium over PROS’ volume-weighted average share price during the 30 days ending on the same date.
After the transaction is complete, PROS will transition into a private company. This change will enable PROS to leverage Thoma Bravo’s operational expertise, financial backing, and extensive knowledge within the software sector. With this support, PROS will be well-positioned to continue advancing its key strategic priorities, including further developing its AI innovation and agentic intelligence capabilities, expanding its market reach, and refining its strategies for bringing products to market.
The Board of Directors of PROS has unanimously approved this transaction, which is anticipated to be finalized in the fourth quarter of 2025. This closing is contingent upon approval from PROS shareholders, the satisfaction of necessary regulatory approvals, and other standard closing conditions. Following the completion of the transaction, PROS will operate as a private company, and its common stock will no longer be listed or traded on the New York Stock Exchange or any other public exchange. Despite these changes, the company will maintain its headquarters in Houston, Texas.
Advisors: Qatalyst Partners is serving as exclusive financial advisor to PROS, DLA Piper 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 is serving as its legal advisor.
KEY QUOTES:
“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. 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.”
Bill Russell, Non-Executive Chairman of the PROS Board of Directors
“Today marks an exciting milestone for 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.”
Jeff Cotten, President and CEO, PROS
“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. 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.”
A.J. Rohde, a Senior Partner at Thoma Bravo
“Jeff and his team have created a platform that companies across industries trust to help them compete and win. 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.”
Matt LoSardo, a Principal at Thoma Bravo and Ryan Scheffler, a Vice President at Thoma Bravo
