Pros (PRO) investor relations material

Executive summary

• Entered into a Merger Agreement with Portofino Parent, LLC, making the company a wholly owned subsidiary upon completion of the merger, pending shareholder approval at a special meeting on December 4, 2025.

• Forward-looking statements highlight expectations for the merger's completion, potential risks, and uncertainties, including legal proceedings and market conditions.

• Supplemental disclosures were provided in response to shareholder litigation and demand letters alleging insufficient proxy statement disclosures.

Voting matters and shareholder proposals

• Shareholders are to vote on the proposed merger at a special meeting scheduled for December 4, 2025.

• The company has issued supplemental disclosures to address shareholder concerns and litigation regarding the adequacy of proxy statement information.

Board of directors and corporate governance

• Information about directors and executive officers, including compensation and related party transactions, is available in prior SEC filings and the definitive proxy statement.

• Directors and executive officers may be deemed participants in the proxy solicitation for the merger.