PROS Holdings Inc. is going private in a $1.4 billion buyout by private equity firm Thoma Bravo.

Under the agreement announced Sept. 22, shareholders will receive $23.25 per share in cash. That’s a 41.7% premium to PROS’ Sept. 19 closing price and a 53.2% premium to its 30-day average. The companies expect to close the deal, unanimously approved by PROS’ board, in the fourth quarter of 2025, pending shareholder and regulatory approvals.

Why Thoma Bravo is acquiring PROS

PROS is a developer of artificial intelligence (AI)-driven pricing and sales software for B2B companies. Houston-based PROS has built a platform that uses AI and machine learning to manage complex pricing and sales decisions. Its tools are widely used in business-to-business ecommerce, where distributors and manufacturers must juggle thousands of SKUs and constant cost volatility.

Industrial, HVAC, electrical, and plumbing distributors deploy PROS software to:

• Set real-time prices
• Generate quotes
• Personalize offers for online buyers

The technology integrates with ecommerce storefronts and ERP systems, enabling companies to react instantly to tariff changes, supply chain disruptions, and shifts in demand while protecting margins.

“This agreement delivers significant and immediate cash value to our shareholders, and we believe is the best path forward for PROS and all of our stakeholders,” said Bill Russell, non-executive chairman of the PROS board.

CEO Jeff Cotten said going private will allow the company to “invest in innovation and expand our platform” with greater flexibility.

Thoma Bravo, which manages $181 billion in assets, has been one of the most active software investors in recent years.

“Customers are increasingly looking to PROS’ AI-powered pricing and selling solutions to provide them with real-time, data-driven decision making,” said A.J. Rohde, a senior partner at the firm.

Once the deal closes, PROS shares will be delisted from the New York Stock Exchange. The company will continue to operate from its Houston headquarters.

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