Thoma Bravo Successfully Completes Acquisition of PROS Holdings for $1.4 Billion

Thoma Bravo Completes Acquisition of PROS Holdings, Inc.

On December 9, 2025, in a significant development within the technology investment landscape, Thoma Bravo, a renowned software investment firm, announced the successful completion of its acquisition of PROS Holdings, Inc., valued at approximately $1.4 billion. This strategic move, executed through an all-cash transaction, signifies a new chapter for PROS, a prominent player in AI-powered pricing and selling solutions.

With this acquisition, both companies aim not only to enhance their operational efficiencies but also to harness advanced technological innovations in their respective industries. PROS shareholders will benefit from this agreement as they will receive $23.25 cash for each share of common stock they held, following the delisting of PROS stock from NYSE.

Restructuring and Leadership Changes

As part of the acquisition's restructuring, Thoma Bravo plans to operate PROS' travel segment as a unique investment platform, termed PROS Travel. Sunil John, who has extensive experience within PROS, will take on the role of CEO for PROS Travel. John, previously the Chief Product Officer at PROS, expressed excitement about this transition, emphasizing a strategic direction focusing on innovation that will redefine the future of travel in an industry facing pivotal changes.

The merger also sets the stage for PROS' B2B business to join forces with Conga, another innovator within Thoma Bravo's portfolio. This integration is projected to finalize in the first quarter of 2026, contingent upon standard regulatory approvals. The collaboration aims to bolster the capabilities of both entities, thereby delivering unique value propositions to B2B clientele through advanced technological solutions.

The Future of AI in Travel and B2B Sectors

Jeff Cotten, the President and CEO of PROS, acknowledged the transition while highlighting the agility and responsiveness that PROS Travel will gain as a private company under Thoma Bravo's ownership. This agility is seen as crucial for adapting to rapidly changing market environments and driving growth through AI solutions.

Cotten articulated that their goal is to continue leading in AI-powered sales optimization, ensuring that both businesses are well-positioned to confront the challenges of the dynamic markets they operate in.

Thoma Bravo's Perspective

A. J. Rohde, a Senior Partner at Thoma Bravo, shared insights into the acquisition, stating, "PROS has established a trusted portfolio of AI-driven solutions serving both travel and B2B sectors. We are enthusiastic about the possibilities that lie ahead for both businesses to enhance their leadership positions in their fields." This sentiment underscores Thoma Bravo's commitment to leveraging sector knowledge and operational expertise to catalyze growth and innovation.

The financial advisement for the transaction was conducted by Qatalyst Partners for PROS, with DLA Piper LLP (US) serving as legal counsel. Thoma Bravo was advised by Evercore, with Kirkland & Ellis LLP also providing legal counsel.

About PROS and Thoma Bravo

PROS Holdings, Inc. stands out as a leading provider of SaaS solutions designed to optimize omnichannel shopping experiences, capitalizing on predictive AI and real-time analytics. Their platform aims to empower businesses to craft intelligent commerce strategies effectively. On the other hand, Thoma Bravo is renowned as a preeminent software-focused investment firm, managing over $181 billion in assets and having extensive experience in enhancing growth-oriented companies within the technology sphere.

This acquisition marks a noteworthy advancement in the ongoing evolution of AI technologies and underscores the significance of strategic partnerships in the ever-changing landscape of software and technology investment.