As filed with the Securities and Exchange Commission on December 9, 2025
Registration No. 333-186857
Registration No. 333-193867
Registration No. 333-219192
Registration No. 333-231623
Registration No. 333-256089
Registration No. 333-261407
Registration No. 333-271076
Registration No. 333-287732
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-186857
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193867
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-219192
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-231623
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-256089
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-261407
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-271076
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-287732
UNDER
THE SECURITIES ACT OF 1933
PROS Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 76-0168604 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 3200 Kirby Drive, Suite 600, Houston, TX | 77098 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
PROS HOLDINGS, INC. 2007 EQUITY INCENTIVE PLAN
PROS HOLDINGS, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN, AS AMENDED
2021 EQUITY INDUCEMENT PLAN, AS AMENDED
(Full title of the plans)
Damian W. Olthoff
General Counsel and Secretary
PROS Holdings, Inc.
3200 Kirby Drive, Suite 600
Houston, Texas 77098
(Name and address of agent for service)
(713) 335-5151
(Telephone number, including area code, of agent for service)
Copies to:
John J. Gilluly III, PC
Jeffrey Scharfstein, P.C.
Brent L. Bernell
DLA Piper LLP (US)
303 Colorado Street, Suite 3000
Austin, Texas 78701
(512) 457-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
These Post-Effective Amendments (the “Amendments”) filed by PROS Holdings, Inc., a Delaware corporation (the “Registrant”), terminate all offerings and deregister all shares of the Registrant’s common stock, par value $0.001 per share (the “Shares”), that remain unsold or otherwise unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):
| • | Registration Statement on Form S-8 (File No. 333-186857), filed with the SEC on February 25, 2013, registering 900,000 Shares issuable under the PROS Holdings, Inc. 2007 Equity Incentive Plan, as amended by that Post-Effective Amendment No. 1 to Form S-8 (File No. 333-186857), filed with the SEC on February 26, 2013. |
| • | Registration Statement on Form S-8 (File No. 333-193867), filed with the SEC on February 11, 2014, registering 900,000 Shares issuable under the PROS Holdings, Inc. 2007 Equity Incentive Plan and 500,000 Shares issuable under the PROS Holdings, Inc. 2013 Employee Stock Purchase Plan. |
| • | Registration Statement on Form S-8 (File No. 333-219192), filed with the SEC on July 7, 2017, registering 2,500,000 Shares issuable under the PROS Holdings, Inc. 2017 Equity Incentive Plan. |
| • | Registration Statement on Form S-8 (File No. 333-231623), filed with the SEC on May 20, 2019, registering 2,050,000 Shares issuable under the PROS Holdings, Inc. 2017 Equity Incentive Plan, as amended. |
| • | Registration Statement on Form S-8 (File No. 333-256089), filed with the SEC on May 13, 2021, registering 3,100,000 Shares issuable under the PROS Holdings, Inc. 2017 Equity Incentive Plan, as amended and 500,000 Shares issuable under the PROS Holdings, Inc. 2013 Employee Stock Purchase Plan. |
| • | Registration Statement on Form S-8 (File No. 333-261407), filed with the SEC on November 30, 2021, registering 332,004 Shares issuable under the 2021 Equity Inducement Plan. |
| • | Registration Statement on Form S-8 (File No. 333-271076), filed with the SEC on April 3, 2023, registering 2,900,000 Shares issuable under the Amended and Restated 2017 Equity Incentive Plan, as amended. |
| • | Registration Statement on Form S-8 (File No. 333-287732), filed with the SEC on June 3, 2025, registering 3,000,000 Shares issuable under the Amended and Restated 2017 Equity Incentive Plan, as amended and 789,176 Shares issuable under the 2021 Equity Inducement Plan, as amended. |
Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 22, 2025, among the Registrant, Portofino Parent, LLC, a Delaware limited liability company (“Parent”), and Portofino Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Subsidiary”), Merger Subsidiary was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly owned direct subsidiary of Parent. The Merger became effective on December 9, 2025.
In connection with the closing of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 9, 2025:
| PROS HOLDINGS, INC. | ||||
| By: | /s/ Damian W. Olthoff | |||
| Name: | Damian W. Olthoff | |||
| Title: | General Counsel and Secretary | |||
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.