PRO / PROS Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

PROS Holdings, Inc.
US ˙ NYSE ˙ US74346Y1038

Mga Batayang Estadistika
LEI 549300LPE1KNL5RWKQ48
CIK 1392972
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PROS Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
July 31, 2025 EX-99.1

PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS •PROS is raising its full year outlook for subscription revenue and subscription ARR. •Grew subscription revenue by 12% year-over-year to $73.3 million in the second quarter. •Expanded subscription gross margin by more than 50 basis points year-over-year to a subscription gross margin of 79% and a non-GAAP subscription

July 31, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2025 PROS Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numb

July 31, 2025 EX-99.2

© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Holdings, Inc. Q2 2025 Investor Presentation Updated July 31, 2025 [email protected] © 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking

a2025q2irdeck © 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Holdings, Inc. Q2 2025 Investor Presentation Updated July 31, 2025 [email protected] © 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act o

July 31, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 PR

July 1, 2025 EX-4.1

Indenture, dated June 24, 2025 between PROS Holdings, Inc. and Wilmington Trust, National Association, as trustee

PROS HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 24, 2025 2.50% Convertible Senior Notes due 2030 1 TABLE OF CONTENTS Article 1 DEFINITIONS 3 Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 15 Article 3 SATISFACTION AND DISCHARGE 27 Article 4 PARTICULAR COVENANTS OF THE COMPANY 27 Article 5 LISTS OF HOLDERS AND REPORT

July 1, 2025 EX-10.1

First Amendment to Credit Agreement between PROS Holdings, Inc., the guarantors, and Texas Capital Bank, as administrative agent, dated June 23, 2025

LIMITED WAIVER, CONSENT, AND FIRST AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER, CONSENT, AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 23, 2025 is entered into by and among PROS, INC.

July 1, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 PROS Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Nu

June 25, 2025 EX-10

First Amendment to Credit Agreement between PROS Holdings, Inc., the guarantors, and Texas Capital Bank, as administrative agent, dated June 23, 2025

LIMITED WAIVER, CONSENT, AND FIRST AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER, CONSENT, AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 23, 2025 is entered into by and among PROS, INC.

June 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 PROS Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numb

June 25, 2025 EX-4.1

Indenture, dated June 24, 2025 between PROS Holdings, Inc. and Wilmington Trust, National Association, as trustee

PROS HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 24, 2025 2.50% Convertible Senior Notes due 2030 1 TABLE OF CONTENTS Article 1 DEFINITIONS 3 Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 15 Article 3 SATISFACTION AND DISCHARGE 27 Article 4 PARTICULAR COVENANTS OF THE COMPANY 27 Article 5 LISTS OF HOLDERS AND REPORT

June 13, 2025 EX-10.3

Form of Capped Call

Bid Version [Dealer] [Dealer Address] [Dealer Address] To: PROS Holdings, Inc. 3100 Main Street, Suite 900 Houston, Texas 77002 From: [Dealer] Re: Capped Call Transaction Ref. No: []1 Date: June [•], 2025 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date spec

June 13, 2025 EX-99.1

PROS Holdings, Inc. Announces Virtual Investor Q&A Session and Reaffirms Second Quarter 2025 Guidance

PROS Holdings, Inc. Announces Virtual Investor Q&A Session and Reaffirms Second Quarter 2025 Guidance HOUSTON, June 13, 2025 – PROS Holdings, Inc. (NYSE: PRO) (“the Company”), a leading provider of AI-powered SaaS pricing and selling solutions, announced that management will host a virtual Q&A session for investors today, Friday, June 13, 2025 at 3:30 p.m. CT and reaffirms its previously stated fi

June 13, 2025 EX-10.1

Form of Exchange Agreement

PROS Holdings, Inc. Exchange Agreement June 12, 2025 Table of Contents Page Section 1. Definitions - 1 - Section 2. Rules of Construction - 3 - Section 3. The Exchange - 4 - (a) Generally - 4 - (b) The Closing - 4 - Section 4. Representations, Warranties and Covenants of the Company - 6 - (a) Due Formation, Valid Existence and Good Standing; Power to Perform Obligations - 6 - (b) Delivery Free of

June 13, 2025 EX-10.2

Form of Securities Purchase Agreement

PROS Holdings, Inc. Securities Purchase Agreement June 12, 2025 Table of Contents Page Section 1. Definitions - 1 - Section 2. Rules of Construction - 2 - Section 3. The Purchase and Sale - 3 - (a) Generally - 3 - (b) The Closing - 3 - Section 4. Representations, Warranties and Covenants of the Company - 4 - (a) Due Formation, Valid Existence and Good Standing; Power to Perform Obligations - 4 - (

June 13, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numb

June 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2025 PROS Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numb

June 3, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROS Holdings, Inc.

June 3, 2025 S-8

As filed with the Securities and Exchange Commission on June 3, 2025

As filed with the Securities and Exchange Commission on June 3, 2025 Registration No.

June 3, 2025 EX-4.5

2021 Equity Inducement Plan, as amended, and forms of award agreements.

Exhibit 4.5 PROS HOLDINGS, INC. 2021 EQUITY INDUCEMENT PLAN (As Amended June 2, 2025) 1.PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering them an opportunity to part

May 9, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2025 PROS Holdings, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Number

May 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 P

May 1, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Num

May 1, 2025 EX-10.1

between Jeffrey Cotten, PROS, Inc. and PROS Holdings, Inc.

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2025 (the “Effective Date”) by and between PROS, Inc., a Delaware corporation (the “Company”), PROS Holdings, Inc., a Delaware corporation (“PROS Holdings”), and Jeffrey B. Cotten (“Executive”). The Company and the Executive are sometimes collectively referred

May 1, 2025 EX-99.1

PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS •Subscription revenue of $70.8 million in the first quarter, up 10% year-over-year. •Subscription gross margin of 79% and non-GAAP subscription gross margin of 81% in the first quarter, an improvement of more than 160 basis points year-over-year. •Improved operating cash flow in the first quarter by 126% year-over-year.

May 1, 2025 EX-99.3

PROS Holdings, Inc. Names Jeff Cotten as President & Chief Executive Officer Cotten, an experienced CEO with a track record of driving growth at scale, to succeed Andres Reiner

EXHIBIT 99.3 PROS Holdings, Inc. Names Jeff Cotten as President & Chief Executive Officer Cotten, an experienced CEO with a track record of driving growth at scale, to succeed Andres Reiner HOUSTON, May 1, 2025 – PROS Holdings, Inc. (NYSE: PRO) a leading provider of AI-powered SaaS pricing and selling solutions, today announced that its Board of Directors has named Jeff Cotten as President and CEO

May 1, 2025 EX-99.2

© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Holdings, Inc. Q1 2025 Investor Presentation Updated May 1, 2025 [email protected] © 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking S

© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Holdings, Inc. Q1 2025 Investor Presentation Updated May 1, 2025 [email protected] © 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, includin

April 7, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

March 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Definitive Proxy Statement o Preliminary Proxy Statement þ Definitive Additional Materials o Confidential, for Use of the Commission O

March 28, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defin

March 18, 2025 EX-99.1

PROS Appoints Growth Veteran Katie May to Board of Directors Scaling expert and proven tech business leader brings eCommerce, digital transformation and high-growth SaaS expertise to Board

PROS Appoints Growth Veteran Katie May to Board of Directors Scaling expert and proven tech business leader brings eCommerce, digital transformation and high-growth SaaS expertise to Board HOUSTON, March 18, 2025 – PROS Holdings, Inc.

March 18, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 14, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Num

February 12, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-335

February 12, 2025 EX-10.7

Form of Notice of Grant of Restricted Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2025).

EXHIBIT 10.7 PROS Holdings, Inc. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (U.S. Participants) PROS Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award (the “Award”) of Restricted Stock Units (the “Units”), each of which is a right to receive on the applicable Settlem

February 12, 2025 EX-19.1

Insider Trading Policy

EXHIBIT 19.1 Insider Trading Policy (as amended through February 27, 2023) I.Covered Parties This Insider Trading Policy (“Policy”) applies to all employees, contractors, directors, officers, and other related individuals of PROS Holdings, Inc. and its subsidiaries (“PROS” or the “Company”), their immediate family members, members of their households, and entities over which such individuals have

February 12, 2025 EX-21.1

List of Subsidiaries.

EXHIBIT 21.1 PROS Holdings, Inc. List of Subsidiaries as of December 31, 2024 Name of Entity State/Country of Incorporation/Organization PROS Bulgaria EOOD Bulgaria PROS Canada Operations, Ltd. Canada PROS CPQ, Inc. Illinois PROS Ecuador S.A.S. Ecuador PROS Europe Limited England and Wales PROS Florida, LLC Florida PROS France SAS France PROS Germany GmbH Germany PROS, Inc. Delaware PROS Internati

February 12, 2025 EX-10.3

Form of Notice of Grant of Market Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2025).

EXHIBIT 10.3 PROS Holdings, Inc. NOTICE OF GRANT OF MARKET STOCK UNITS (U.S. Participants) PROS Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award (the “Award”) of Market Stock Units (the “Units”), each of which is a right to receive on the Settlement Date the value

February 6, 2025 EX-99.1

PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS •Total revenue of $85.0 million in the fourth quarter, up 10% year-over-year. •Subscription revenue of $69.3 million in the fourth quarter, up 14% year-over-year. •Subscription gross margin of 79% and non-GAAP subscription gross margin of 81% in the fourth quarter, an improvement of more than 270 basis poi

February 6, 2025 EX-99.2

© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q4 2024 Investor Presentation Updated February 6, 2025 [email protected] 1 © 2025 PROS, Inc. All rights reserved. Confidential

© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q4 2024 Investor Presentation Updated February 6, 2025 [email protected] 1 © 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of the Private Se

February 6, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

December 2, 2024 EX-99.1

PROS Holdings, Inc. Announces Appointment of John Strosahl to Board of Directors

PROS Holdings, Inc. Announces Appointment of John Strosahl to Board of Directors HOUSTON, December 2, 2024 – PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing, CPQ, revenue management and digital offer marketing solutions, today announced the appointment of John Strosahl to its Board of Directors effective December 2, 2024. Strosahl joins the Board as an independent di

December 2, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 2, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

November 14, 2024 SC 13G/A

PRO / PROS Holdings, Inc. / ALGER ASSOCIATES INC - PROS HOLDINGS, INC. Passive Investment

SC 13G/A 1 d890783dsc13ga.htm PROS HOLDINGS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74346Y103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

November 8, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

October 29, 2024 EX-99.1

PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS •Subscription revenue of $67.1 million, up 12% year-over-year. •Subscription gross margin of 78% and non-GAAP subscription gross margin of 80%, an improvement of more than 190 basis points year-over-year. •Continued improvement in areas of profitability, including a 185% improvement in operating cash flow year-to-date. H

October 29, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-335

October 29, 2024 EX-99.2

PROS Holdings, Inc. Announces Planned Retirement of President & CEO Andres Reiner to retire upon appointment of successor

EXHIBIT 99.2 PROS Holdings, Inc. Announces Planned Retirement of President & CEO Andres Reiner to retire upon appointment of successor HOUSTON, October 29, 2024 – PROS Holdings, Inc. (NYSE: PRO) a leading provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions, today announced that its President and Chief Executive Officer, Andres Reiner, intends to reti

October 29, 2024 EX-99.3

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q3 2024 Investor Presentation Updated October 29, 2024 [email protected] 1 © 2024 PROS, Inc. All rights reserved. Confidential

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q3 2024 Investor Presentation Updated October 29, 2024 [email protected] 1 © 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of the Private Se

October 29, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

August 26, 2024 EX-99.1

PROS Holdings, Inc. Announces Appointment of Jennifer Biry to Board of Directors

Exhibit 99.1 PROS Holdings, Inc. Announces Appointment of Jennifer Biry to Board of Directors HOUSTON, August 26, 2024 – PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions, today announced the appointment of Jennifer Biry to its Board of Directors effective August 26, 2024. Biry joins the Board as an indepe

August 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 23, 2024 PROS Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 23, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Nu

July 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 PR

July 30, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numb

July 30, 2024 EX-99.1

PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS •Subscription revenue of $65.6 million, up 14% year-over-year. •Subscription gross margin of 78% and non-GAAP subscription gross margin of 80%, an improvement of more than 160 basis points year-over-year. •Improved operating cash flow by $13.0 million, or nearly 200%, year-over-year. HOUSTON – July 30, 2024 — PROS Holdi

July 30, 2024 EX-99.2

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q2 2024 Investor Presentation Updated July 30, 2024 [email protected] 1 © 2024 PROS, Inc. All rights reserved. Confidential an

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q2 2024 Investor Presentation Updated July 30, 2024 [email protected] 1 © 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of the Private Secur

July 12, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

May 23, 2024 CORRESP

3200 Kirby Drive, Suite 600, Houston, TX 77098  +1.713.335.5151  pros.com May 23, 2024 FILED VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Mr. Stephen Kri

3200 Kirby Drive, Suite 600, Houston, TX 77098  +1.713.335.5151  pros.com May 23, 2024 FILED VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Mr. Stephen Krikorian, Accounting Branch Chief Ms. Laura Veator, Staff Accountant Re: PROS Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed

May 23, 2024 CORRESP

CORRESP

3200 Kirby Drive, Suite 600, Houston, TX 77098  +1.713.335.5151  pros.com May 23, 2024 FILED VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Mr. Stephen Krikorian, Accounting Branch Chief Ms. Laura Veator, Staff Accountant Re: PROS Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed

May 17, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

May 17, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

May 7, 2024 EX-99.1

PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS •Subscription revenue of $64.3 million, up 15% year-over-year. •Subscription gross margin of 77% and non-GAAP subscription gross margin of 79%, an improvement of more than 140 basis points year-over-year. •Total gross margin of 64% and non-GAAP gross margin of 67%, an improvement of 315 basis points year-over-year. HOUST

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 P

May 7, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Number

May 7, 2024 EX-99.2

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q1 2024 Investor Presentation Updated May 7, 2024 [email protected] 1 © 2024 PROS, Inc. All rights reserved. Confidential and

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q1 2024 Investor Presentation Updated May 7, 2024 [email protected] 1 © 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of the Private Securit

May 7, 2024 EX-4.6

Form of Indenture

EXHIBIT 4.6 PROS HOLDINGS, INC. INDENTURE Dated as of , 20 [ ] Trustee i ii iii PROS HOLDINGS, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of , 20 § 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 7.10 (b) 7.10 § 311(a) 7.11 (b) 7.11 (c) Not Applicable § 312(a) 2.6 (b) 10.3 (c) 10.3 § 313(a) 7.6 (b)(1) 7.6 (b)(2) 7.6 (c)(1)

May 7, 2024 EX-FILING FEES

iling Fee Table

EXHIBIT 107 CALCULATION OF REGISTRATION FEE FORM S-3ASR (Form Type) PROS HOLDINGS, INC.

May 7, 2024 S-3ASR

As filed with the Securities and Exchange Commission on May 7, 2024

As filed with the Securities and Exchange Commission on May 7, 2024 Registration No.

April 18, 2024 EX-10.1

Employment Agreement dated April

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 18, 2024 (the “Effective Date”) by and between PROS, Inc.

April 18, 2024 EX-99.1

PROS Appoints Todd McNabb as Chief Revenue Officer

PROS Appoints Todd McNabb as Chief Revenue Officer HOUSTON, April 18, 2024 – PROS® (NYSE: PRO), a leading provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions, today announced that Todd McNabb has joined PROS as Chief Revenue Officer.

April 18, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 PROS Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Num

April 4, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Definitive Proxy Statement o Preliminary Proxy Statement þ Definitive Additional Materials o Confidential, for Use of the Commission O

April 4, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defin

February 14, 2024 SC 13G/A

PRO / PROS Holdings, Inc. / ALGER ASSOCIATES INC - PROS HOLDINGS, INC. Passive Investment

SC 13G/A 1 d731094dsc13ga.htm PROS HOLDINGS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

February 14, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-335

February 14, 2024 EX-10.9

Amended and Restated Employment Agreement, dated November 8, 2023, by and between PROS, Inc., Registrant, and Stefan B. Schulz.

EXHIBIT 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2023 (the “Effective Date”) by and between PROS, Inc., a Delaware corporation (the “Company”), PROS Holdings, Inc., a Delaware corporation (“PROS Holdings”), and Stefan B. Schulz (the “Employee”), and amends and restates in its entirety

February 14, 2024 EX-97.1

Policy for Recovery of Erroneously Awarded Incentive Compensation

EXHIBIT 97.1 PROS HOLDINGS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Effective Date of Policy: November 8, 2023) 1. INTRODUCTION PROS Holdings, Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain

February 14, 2024 EX-21.1

List of Subsidiaries.

EXHIBIT 21.1 PROS Holdings, Inc. List of Subsidiaries as of December 31, 2023 Name of Entity State/Country of Incorporation/Organization PROS Bulgaria EOOD Bulgaria PROS Canada Operations, Ltd. Canada PROS CPQ, Inc. Illinois PROS Ecuador S.A.S. Ecuador PROS Europe Limited England and Wales PROS France SAS France PROS Germany GmbH Germany PROS, Inc. Delaware PROS International Technology Limited Ir

February 13, 2024 SC 13G/A

PRO / PROS Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01747-prosholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: PROS Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 74346Y103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate

February 9, 2024 SC 13G

PRO / PROS Holdings, Inc. / BROWN ADVISORY INC - BROWN ADVISORY INC Passive Investment

SC 13G 1 pros20924.htm BROWN ADVISORY INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pros Holdings Inc (Name of Issuer) (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 8, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2024 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

February 8, 2024 EX-99.1

PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS •Improved operating cash flow by $33.8 million, or 141%, for the full year 2023. •Subscription revenue of $234.0 million, up 15% for the full year 2023. •Total revenue of $303.7 million, up 10% for the full year 2023. HOUSTON – February 8, 2024 — PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-po

February 8, 2024 EX-99.2

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q4 2023 Investor Presentation Updated February 8, 2024 [email protected] 1 © 2024 PROS, Inc. All rights reserved. Confidential

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q4 2023 Investor Presentation Updated February 8, 2024 [email protected] 1 © 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of the Private Se

February 5, 2024 SC 13G/A

PRO / PROS Holdings, Inc. / Woestemeyer Mariette M - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number) 12/31/2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

February 5, 2024 SC 13G/A

PRO / PROS Holdings, Inc. / Woestemeyer Ronald F - SC 13G/A Passive Investment

SC 13G/A 1 sc13gaye2023woestemeyerron.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number) 12/31/2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

January 5, 2024 SC 13G/A

PRO / PROS Holdings, Inc. / Conestoga Capital Advisors, LLC - CONESTOGA CAPITAL ADVISORS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* PROS HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

November 20, 2023 SC 13G/A

PRO / Pros Holdings Inc / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0085932-1sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 20)* PROS Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 74346Y103 (CUSIP Numb

November 16, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File

November 16, 2023 EX-99.1

PROS Holdings, Inc. Announces Appointment of Michelle H. Benfer to Board of Directors

PROS Holdings, Inc. Announces Appointment of Michelle H. Benfer to Board of Directors HOUSTON, November 16, 2023 – PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions, today announced the appointment of Michelle H. Benfer to its board of directors effective November 16, 2023. Benfer joins the board as an ind

November 9, 2023 EX-99.1

PROS Holdings, Inc. Announces Appointment of Cynthia M. Johnson to Board of Directors

PROS Holdings, Inc. Announces Appointment of Cynthia M. Johnson to Board of Directors HOUSTON, November 9, 2023 – PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions, today announced the appointment of Cynthia M. Johnson to its board of directors effective November 9, 2023. Johnson joins the board as an inde

November 9, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

October 31, 2023 EX-99.1

PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS •PROS raises its revenue and profitability outlook for the full year 2023 after exceeding the Company’s Q3 guidance ranges across all metrics. •Subscription revenue of $60.0 million, up 16% year-over-year. •Total revenue of $77.3 million, up 10% year-over-year. •Subscription gross margin of 76% and non-GAAP subscription

October 31, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-335

October 31, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

October 31, 2023 EX-99.2

© PROS, Inc. All rights reserved. Confidential and Proprietary PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q3 2023 Investor Presentation Updated October 31, 2023 [email protected] 1 © PROS, Inc. All rights reserved. Confidential and Propri

© PROS, Inc. All rights reserved. Confidential and Proprietary PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q3 2023 Investor Presentation Updated October 31, 2023 [email protected] 1 © PROS, Inc. All rights reserved. Confidential and Proprietary Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litig

October 10, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

October 10, 2023 EX-10.1

Form of 2.250% Convertible Senior Notes due 2027

[FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.

August 24, 2023 EX-10.1

Form of Exchange Agreement

Execution Version PROS Holdings, Inc. Exchange Agreement August 23, 2023 Table of Contents Section 1 Definitions Section 2 Rules of Construction Section 3 The Exchange (a) Generally (b) The Closing Section 4 Representations, Warranties and Covenants of the Company (a) Due Formation, Valid Existence and Good Standing: Power to Perform Obligations (b) Deliver Free of Liens (c) Listing of Common Stoc

August 24, 2023 EX-10.2

Form of Additional Capped Call

[Dealer name and address] To: PROS Holdings, Inc. 3200 Kirby Dr., Suite 600 Houston, Texas 77098 From: [Dealer] Re: Capped Call Transaction Ref. No: []1 Date: [•], 2023 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) betw

August 24, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Nu

July 25, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 PR

July 25, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numb

July 25, 2023 EX-99.1

PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS •Total revenue of $75.8 million, up 11% year-over-year. •Subscription revenue of $57.3 million, up 14% year-over-year. •Subscription gross margin of 75% and non-GAAP subscription gross margin of 78%, up 150 basis points year-over-year. HOUSTON – July 25, 2023 — PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-p

July 25, 2023 EX-99.2

PROS Holdings, Inc. Second Quarter 2023 Investor Presentation Updated July 25, 2023 [email protected] ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looki

q22023irdeck PROS Holdings, Inc. Second Quarter 2023 Investor Presentation Updated July 25, 2023 [email protected] ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial outloo

July 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2023 PROS Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numb

July 24, 2023 EX-9.01

Credit Agreement dated as of July 21, 2023 between Registrant, the guarantors, and Texas Capital Bank, as administrative agent (certain information redacted).

Execution Version CREDIT AGREEMENT among PROS, INC., as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO THE LENDERS FROM TIME TO TIME PARTY HERETO and TEXAS CAPITAL BANK, as Administrative Agent and L/C Issuer TCBI SECURITIES, INC., as Sole Lead Arranger and Sole Book Runner DATED AS OF July 21, 2023 Note: certain information has been redacted from Sections 8.2 and 8.3 because it is both no

July 10, 2023 SC 13G/A

PRO / Pros Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: PROS Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 74346Y103 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

May 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2023 PROS Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

May 24, 2023 EX-99.1

PROS Holdings, Inc. 2023 Analyst Day Updated May 23, 2023 [email protected] ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the m

powerpointpresentation PROS Holdings, Inc. 2023 Analyst Day Updated May 23, 2023 [email protected] ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial outlook; expectations;

May 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 PROS Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

May 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 P

May 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2023 PROS Holdings, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Number

May 2, 2023 EX-99.2

PROS Holdings, Inc. First Quarter 2023 Investor Presentation Updated May 2, 2023 [email protected] ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking

q12023irdeck PROS Holdings, Inc. First Quarter 2023 Investor Presentation Updated May 2, 2023 [email protected] ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial outlook;

May 2, 2023 EX-99.1

PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS •Subscription revenue of $56.0 million, up 15% year-over-year. •Subscription gross margin of 75% and non-GAAP subscription gross margin of 78%, up over 150 basis points year-over-year. •Driven by PROS outperformance in the first quarter, the company is improving its growth and profitability outlook for the full year of 2

April 3, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROS Holdings, Inc.

April 3, 2023 S-8

As filed with the Securities and Exchange Commission on April 3, 2023

As filed with the Securities and Exchange Commission on April 3, 2023 Registration No.

March 31, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Definitive Proxy Statement o Preliminary Proxy Statement þ Definitive Additional Materials o Confidential, for Use of the Commission O

March 31, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defin

March 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 PROS Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Num

February 15, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-335

February 15, 2023 EX-21.1

List of Subsidiaries.

EXHIBIT 21.1 PROS Holdings, Inc. List of Subsidiaries as of December 31, 2022 Name of Entity State/Country of Incorporation/Organization PROS Bulgaria EOOD Bulgaria PROS Canada Operations, Ltd. Canada PROS CPQ, Inc. Illinois PROS Ecuador S.A.S. Ecuador PROS Europe Limited England and Wales PROS France SAS France PROS Germany GmbH Germany PROS, Inc. Delaware PROS International Technology Limited Ir

February 14, 2023 SC 13G/A

PRO / PROS Holdings, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0081796-1sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 19)* PROS Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 74346Y103 (CUSIP Numb

February 14, 2023 SC 13G/A

PRO / PROS Holdings, Inc. / ALGER ASSOCIATES INC - PROS HOLDINGS, INC. Passive Investment

SC 13G/A 1 d454839dsc13ga.htm PROS HOLDINGS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

February 9, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2023 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

February 9, 2023 EX-99.2

PROS Holdings, Inc. Fourth Quarter 2022 Investor Presentation Updated February 9, 2023 [email protected] ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-lo

PROS Holdings, Inc. Fourth Quarter 2022 Investor Presentation Updated February 9, 2023 [email protected] ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial outlook; expecta

February 9, 2023 EX-99.1

PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS •Subscription revenue of $204.0 million, up 15% year-over-year. •Subscription gross margin of 73% and non-GAAP subscription gross margin of 77%, up over 500 basis points year-over-year. HOUSTON – February 9, 2023 — PROS Holdings, Inc. (NYSE: PRO), the CFO’s best-kept secret for profitable growth, today ann

February 9, 2023 SC 13G/A

PRO / PROS Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01718-prosholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: PROS Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 74346Y103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate

February 1, 2023 SC 13G/A

PRO / PROS Holdings, Inc. / Woestemeyer Mariette M - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number) 12/31/2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

February 1, 2023 SC 13G/A

PRO / PROS Holdings, Inc. / Woestemeyer Ronald F - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number) 12/31/2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

January 18, 2023 SC 13G/A

PRO / PROS Holdings, Inc. / Conestoga Capital Advisors, LLC - CONESTOGA CAPITAL ADVISORS Passive Investment

SC 13G/A 1 proa411823.htm CONESTOGA CAPITAL ADVISORS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* PROS HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Chec

November 1, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2022 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

November 1, 2022 EX-99.2

PROS Holdings, Inc. Third Quarter 2022 Investor Presentation Updated November 1, 2022 [email protected] ©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-loo

PROS Holdings, Inc. Third Quarter 2022 Investor Presentation Updated November 1, 2022 [email protected] ?2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about macroeconomic conditions, the i

November 1, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-335

November 1, 2022 EX-99.1

PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS ?Subscription revenue of $51.8 million, up 17% year-over-year. ?Subscription gross margin of 73% and non-GAAP subscription gross margin of 77%, up over 500 basis points year-over-year. HOUSTON ? November 1, 2022 ? PROS Holdings, Inc. (NYSE: PRO), the CFO?s best-kept secret for profitable growth, today announced financial

July 28, 2022 EX-99.2

PROS Holdings, Inc. Second Quarter 2022 Investor Presentation Updated July 28, 2022 [email protected] ©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looki

PROS Holdings, Inc. Second Quarter 2022 Investor Presentation Updated July 28, 2022 [email protected] ?2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about macroeconomic conditions, the imp

July 28, 2022 EX-99.1

PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS ?Raised full year 2022 guidance for total revenue and subscription revenue. ?Subscription revenue of $50.4 million, up 14% year-over-year. ?Subscription gross margin of 73% and non-GAAP subscription gross margin of 76%, up over 580 basis points year-over-year. HOUSTON ? July 28, 2022 ? PROS Holdings, Inc. (NYSE: PRO), a

July 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2022 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numb

July 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 PR

May 12, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2022 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

May 3, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2022 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Number

May 3, 2022 EX-99.2

PROS Holdings, Inc. First Quarter 2022 Investor Presentation Updated May 3, 2022 [email protected] ©2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking

PROS Holdings, Inc. First Quarter 2022 Investor Presentation Updated May 3, 2022 [email protected] ?2022 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the business impact and duration of

May 3, 2022 EX-99.1

PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS ?Subscription revenue of $48.8 million, up 14% year-over-year. ?Recurring gross margin of 76%, up 500 basis points year-over-year. HOUSTON ? May 3, 2022 ? PROS Holdings, Inc. (NYSE: PRO), a market-leading provider of SaaS solutions optimizing shopping and selling experiences, today announced financial results for the fir

May 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 P

April 1, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2022 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Num

April 1, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

February 18, 2022 EX-10.8

Form of Notice of Grant of Restricted Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2022)

PROS Holdings, Inc. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (U.S. Participants) PROS Holdings, Inc., a Delaware corporation (the ?Company?), pursuant to its 2017 Equity Incentive Plan (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), an award (the ?Award?) of Restricted Stock Units (the ?Units?), each of which is a right to receive on the applicable Settlement Date one

February 18, 2022 EX-21.1

List of Subsidiaries.

EXHIBIT 21.1 PROS Holdings, Inc. List of Subsidiaries as of December 31, 2021 Name of Entity State/Country of Incorporation/Organization PROS Bulgaria EOOD Bulgaria PROS Canada Operations, Ltd. Canada PROS CPQ, Inc. Illinois PROS Europe Limited England and Wales PROS France SAS France PROS Germany GmbH Germany PROS, Inc. Delaware PROS International Technology Limited Ireland PROS Middle East Techn

February 18, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-335

February 14, 2022 SC 13G/A

PRO / PROS Holdings, Inc. / TREMBLANT CAPITAL GROUP - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PROS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

February 14, 2022 SC 13G/A

PRO / PROS Holdings, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 18)* PROS Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 74346Y103 (CUSIP Number) Eddie C. Brown Brown Capital

February 14, 2022 SC 13G/A

PRO / PROS Holdings, Inc. / ALGER ASSOCIATES INC - PROS HOLDINGS, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 11, 2022 SC 13G

PRO / PROS Holdings, Inc. / RGM Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PROS Holdings, Inc.

February 10, 2022 SC 13G

PRO / PROS Holdings, Inc. / Woestemeyer Mariette M - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number) 12/31/2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 10, 2022 SC 13G/A

PRO / PROS Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: PROS Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 74346Y103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

February 10, 2022 EX-99.2

1 INVESTOR REL ATIONS FACT SHEET 2021 Fourth Quarter Our Vision To optimize every shopping and selling experience. About Us PROS Holdings, Inc. (NYSE: PRO) is a leading provider of SaaS solutions that optimize shopping and selling experiences. Built

1 INVESTOR REL ATIONS FACT SHEET 2021 Fourth Quarter Our Vision To optimize every shopping and selling experience.

February 10, 2022 EX-99.3

PROS Holdings Q4 2021 NYSE: PRO Page 2 ©2022 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addre

PROS Holdings Q4 2021 NYSE: PRO Page 2 ?2022 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections. These predictions, estimates, and other forward-looking statements involve known and unknown risks and

February 10, 2022 SC 13G

PRO / PROS Holdings, Inc. / Woestemeyer Ronald F - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number) 12/31/2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 10, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2022 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File

February 10, 2022 EX-99.1

PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS HOUSTON ? February 10, 2022 ? PROS Holdings, Inc. (NYSE: PRO), a market-leading provider of SaaS solutions optimizing shopping and selling experiences, today announced financial results for the fourth quarter and full year ended December 31, 2021. ?Despite the continued impact that COVID-19 has had on our

January 13, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2022 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

January 13, 2022 EX-99.1

PROS Holdings, Inc. Announces Updated Fourth Quarter and Full Year 2021 Guidance and Date of Fourth Quarter and Full Year 2021 Financial Results Release, Conference Call, and Webcast

EXHIBIT 99.1 PROS Holdings, Inc. Announces Updated Fourth Quarter and Full Year 2021 Guidance and Date of Fourth Quarter and Full Year 2021 Financial Results Release, Conference Call, and Webcast HOUSTON, January 13, 2022 ? PROS? (NYSE: PRO), a provider of SaaS solutions optimizing shopping and selling experiences, today announced updated fourth quarter and full year 2021 guidance and the fourth q

January 10, 2022 SC 13G/A

PRO / PROS Holdings, Inc. / Conestoga Capital Advisors, LLC - CONESTOGA CAPITAL ADVISORS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* PROS HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

December 6, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): 12/6/2021 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Number)

December 6, 2021 EX-99.1

PROS Holdings Q3 2021 NYSE: PRO Page 2 ©2021 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addre

PROS Holdings Q3 2021 NYSE: PRO Page 2 ?2021 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections. These predictions, estimates, and other forward-looking statements involve known and unknown risks and

November 30, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2021 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File

November 30, 2021 S-8

As filed with the Securities and Exchange Commission on November 30, 2021

As filed with the Securities and Exchange Commission on November 30, 2021 Registration No.

November 30, 2021 EX-2.1

Agreement and Plan of Merger dated as of November 30, 2021

Execution Version AGREEMENT AND PLAN OF MERGER By and Among PROS HOLDINGS INC., WORLDWIDE MERGER SUB, LLC EVERYMUNDO, LLC AND SETH CASSEL, SOLELY IN HIS CAPACITY AS AGENT OF THE UNITHOLDERS Dated as of November 30, 2021 TABLE OF CONTENTS Page 1. The Merger 1 1.1 The Merger 1 1.2 Closing; Effective Time 1 1.3 Effect of the Merger 1 1.4 Certificate of Formation; Limited Liability Company Agreement 2

November 30, 2021 EX-99.1

2021 Equity Inducement Plan and Award Agreement

EXHIBIT 99.1 PROS HOLDINGS, INC. 2021 EQUITY INDUCEMENT PLAN 1 PROS HOLDINGS, INC. 2021 EQUITY INDUCEMENT PLAN 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering t

November 30, 2021 EX-99.1

PROS Acquires Digital Offer Marketing Pioneer EveryMundo SaaS platform provider enables direct, personalized customer engagement to create superior brand experiences and foster brand loyalty; feeds digital omnichannel selling experiences delivered by

PROS Acquires Digital Offer Marketing Pioneer EveryMundo SaaS platform provider enables direct, personalized customer engagement to create superior brand experiences and foster brand loyalty; feeds digital omnichannel selling experiences delivered by the PROS Platform HOUSTON, November 30, 2021 ? PROS? (NYSE: PRO), a provider of SaaS solutions optimizing shopping and selling experiences, today announced the acquisition of EveryMundo, LLC (?EveryMundo?), a privately held company based in Miami, Florida.

November 2, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2021 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

November 2, 2021 EX-99.2

1 INVESTOR REL ATIONS FACT SHEET 2021 Third Quarter Our Vision To optimize every shopping and selling experience. About Us PROS Holdings, Inc. (NYSE: PRO) is a leading provider of SaaS solutions that optimize shopping and selling experiences. Built o

1 INVESTOR REL ATIONS FACT SHEET 2021 Third Quarter Our Vision To optimize every shopping and selling experience.

November 2, 2021 EX-99.3

PROS Holdings Q3 2021 NYSE: PRO Page 2 ©2021 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addre

PROS Holdings Q3 2021 NYSE: PRO Page 2 ?2021 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections. These predictions, estimates, and other forward-looking statements involve known and unknown risks and

November 2, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-335

November 2, 2021 EX-99.1

PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS HOUSTON ? November 2, 2021 ? PROS Holdings, Inc. (NYSE: PRO), a provider of SaaS solutions optimizing shopping and selling experiences, today announced financial results for the third quarter ended September 30, 2021. ?The market dynamics that companies are experiencing today only heighten the need for adaptive, AI-power

September 2, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2021 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File

August 3, 2021 EX-99.2

1 INVESTOR REL ATIONS FACT SHEET 2021 Second Quarter Our Vision To optimize every shopping and selling experience. About Us PROS Holdings, Inc. (NYSE: PRO) is a leading provider of SaaS solutions that optimize shopping and selling experiences. Built

1 INVESTOR REL ATIONS FACT SHEET 2021 Second Quarter Our Vision To optimize every shopping and selling experience.

August 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 PR

August 3, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2021 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Num

August 3, 2021 EX-99.1

PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS HOUSTON ? August 3, 2021 ? PROS Holdings, Inc. (NYSE: PRO), a provider of SaaS solutions optimizing shopping and selling experiences, today announced financial results for the second quarter ended June 30, 2021. ?I?m incredibly proud to announce the launch of our next-generation SaaS editions on the PROS Platform,? stat

August 3, 2021 EX-99.3

PROS Holdings Q2 2021 NYSE: PRO Page 2 ©2021 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addre

PROS Holdings Q2 2021 NYSE: PRO Page 2 ?2021 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections. These predictions, estimates, and other forward-looking statements involve known and unknown risks and

June 1, 2021 EX-99.1

PROS Holdings, Inc. Announces Appointment of Leland T. Jourdan to Board of Directors Seasoned business leader brings operational and DEI expertise to fuel next phase of corporate growth

EXHIBIT 99.1 PROS Holdings, Inc. Announces Appointment of Leland T. Jourdan to Board of Directors Seasoned business leader brings operational and DEI expertise to fuel next phase of corporate growth HOUSTON, June 1, 2021 ? PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, today announced the appointment of Leland T. ?Lee? Jourdan to i

June 1, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): 6/1/2021 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Number) (

May 13, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2021 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

May 13, 2021 S-8

As filed with the Securities and Exchange Commission on May 13, 2021

As filed with the Securities and Exchange Commission on May 13, 2021 Registration No.

May 13, 2021 S-3ASR

As filed with the Securities and Exchange Commission on May 13, 2021

As filed with the Securities and Exchange Commission on May 13, 2021 Registration No.

May 13, 2021 EX-4.6

Form of Indenture.

Exhibit 4.6 PROS HOLDINGS, INC. INDENTURE Dated as of [], 2021 [] Trustee TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions Section 1.2 Other Definitions Section 1.3 Incorporation by Reference of Trust Indenture Act Section 1.4 Rules of Construction ARTICLE II THE SECURITIES Section 2.1 Issuable in Series Section 2.2 Establishment of Terms of Series of

May 4, 2021 EX-99.1

PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2021 FINANCIAL RESULTS

EX-99.1 2 a2021q1ex991prosearningsre.htm EX-99.1 EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2021 FINANCIAL RESULTS HOUSTON – May 4, 2021 — PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, today announced financial results for the first quarter ended March 31, 2021. “I’m incredibly proud of how our team executed in the fir

May 4, 2021 EX-99.3

PROS Holdings Q1 2021 NYSE: PRO Page 2 ©2021 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addre

PROS Holdings Q1 2021 NYSE: PRO Page 2 ?2021 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections. These predictions, estimates, and other forward-looking statements involve known and unknown risks and

May 4, 2021 EX-99.2

1 INVESTOR RELATIONS FACT SHEET 2021 Our Vision To optimize every shopping and selling experience. About Us PROS Holdings, Inc. (NYSE: PRO) provides AI-powered solutions that optimize selling in the digital economy. PROS solutions make it possible fo

1 INVESTOR RELATIONS FACT SHEET 2021 Our Vision To optimize every shopping and selling experience.

May 4, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2021 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Number

May 4, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 P

April 2, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Soliciting Material Pu

April 2, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Definitive Proxy Statement o Preliminary Proxy Statement ? Definitive Additional Materials o Confidential, for Use of the Commission O

April 2, 2021 DEF 14A

Amended and Restated 2017 Equity Incentive Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Soliciting Material Pu

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PROS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pros Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December

Pros Holdings, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pros Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 17)* PRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 17)* PROS Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 74346Y103 (CUSIP Number) Eddie C. Brown Brown Capital

February 12, 2021 EX-10.10

Form of Notice of Grant of Restricted Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2021).

PROS Holdings, Inc. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (U.S. Participants) PROS Holdings, Inc., a Delaware corporation (the ?Company?), pursuant to its 2017 Equity Incentive Plan (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), an award (the ?Award?) of Restricted Stock Units (the ?Units?), each of which is a right to receive on the applicable Settlement Date one

February 12, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-335

February 12, 2021 EX-21.1

List of Subsidiaries.

EXHIBIT 21.1 PROS Holdings, Inc. List of Subsidiaries as of December 31, 2020 Name of Entity State/Country of Incorporation/Organization PROS Bulgaria EOOD Bulgaria PROS Canada Operations, Ltd. Canada PROS CPQ, Inc. Illinois PROS Europe Limited England and Wales PROS France SAS France PROS Germany GmbH Germany PROS, Inc. Delaware PROS International Technology Limited Ireland PROS Middle East Techn

February 12, 2021 EX-10.21.4

Thirteenth Amendment to Credit Agreement, dated January 11, 2021, by and among PROS, Inc., Wells Fargo Bank, National Association, as administrative agent, and the Lenders party thereto.

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of January 11, 2021, by and among Wells Fargo BANK, National association, a national banking association, as administrative agent ("Agent") for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto, and PROS, INC.

February 12, 2021 EX-10.5

Form of Notice of Grant of Market Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2021).

PROS Holdings, Inc. NOTICE OF GRANT OF MARKET STOCK UNITS (U.S. Participants) PROS Holdings, Inc., a Delaware corporation (the ?Company?), pursuant to its 2017 Equity Incentive Plan (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), an award (the ?Award?) of Market Stock Units (the ?Units?), each of which is a right to receive on the Settlement Date the value of one (1) sh

February 12, 2021 EX-10.21.2

Waiver, Consent and Eleventh Amendment to Credit Agreement, dated July 15, 2019, by and among PROS, Inc., Wells Fargo Bank, National Association, as administrative agent, and the Lenders party thereto.

WAIVER, CONSENT AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT THIS WAIVER, CONSENT AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of July [], 2019, by and among Wells Fargo BANK, National association, a national banking association, as administrative agent ("Agent") for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto, and PROS, INC.

February 12, 2021 EX-10.21.3

Twelfth Amendment to Credit Agreement, dated November 1, 2019, by and among PROS, Inc., Wells Fargo Bank, National Association, as administrative agent, and the Lenders party thereto.

TWELFTH AMENDMENT TO CREDIT AGREEMENT THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of October [], 2019, by and among Wells Fargo BANK, National association, a national banking association, as administrative agent ("Agent") for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto, and PROS, INC.

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: PROS Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 74346Y103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

February 4, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2021 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

February 4, 2021 EX-99.2

1 INVESTOR RELATIONS FACT SHEET 2020 Fourth Quarter and Full Year Our Vision To optimize every shopping and selling experience. About Us PROS Holdings, Inc. (NYSE: PRO) provides AI-powered solutions that optimize selling in the digital economy. PROS

irfactsheetq42020 1 INVESTOR RELATIONS FACT SHEET 2020 Fourth Quarter and Full Year Our Vision To optimize every shopping and selling experience.

February 4, 2021 EX-99.3

PROS Holdings Q4 & Full Year 2020 NYSE: PRO Page 2 ©2021 PROS Holdings, Inc. All rights reserved. Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to ear

irdeckq42020 PROS Holdings Q4 & Full Year 2020 NYSE: PRO Page 2 ©2021 PROS Holdings, Inc.

February 4, 2021 EX-99.1

PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS •Subscription revenue of $170.5 million for the full year 2020, up 17% year-over-year. •Full year recurring revenue as a percentage of total revenue of 85%, up more than 350 basis points year-over-year. HOUSTON – February 4, 2021 — PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that op

January 21, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number) 12/31/2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

January 21, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PROS Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 7436Y 103 (CUSIP Number) 12/31/2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

January 6, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PROS HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 74346Y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PROS HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 74346Y103 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

November 13, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File

October 29, 2020 EX-99.3

PROS Holdings Q3 2020 NYSE: PRO Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections. These p

irdeckq32020 PROS Holdings Q3 2020 NYSE: PRO Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections.

October 29, 2020 EX-99.2

Our Vision To be the AI platform powering commerce INVESTOR RELATIONS FACT SHEET in the digital economy PROS Holdings, Inc. (NYSE: PRO) provides AI-powered solutions that optimize selling in the digital economy. PROS solutions bring intelligence to c

irfactsheetq32020 Our Vision To be the AI platform powering commerce INVESTOR RELATIONS FACT SHEET in the digital economy PROS Holdings, Inc.

October 29, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-335

October 29, 2020 EX-99.1

PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2020 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2020 FINANCIAL RESULTS •Subscription revenue of $127.6 million for the first nine months of 2020, up 22% year-over-year. •Q3 recurring revenue as a percentage of total revenue of 86%, up more than 300 basis points year-over-year. HOUSTON – October 29, 2020 — PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that optimize sell

October 29, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File N

September 16, 2020 EX-10.1

Base Capped Call Confirmation.

EXHIBIT 10.1 [Dealer name and address] To: PROS Holdings, Inc. 3100 Main Street, Suite 900 Houston, Texas 77002 From: [Dealer] Re: Base Capped Call Transaction Ref. No: [] Date: [•], 2020 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the

September 16, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 10, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File

September 16, 2020 EX-4.1

Global Note, dated September 15, 2020 between Registrant and Wilmington Trust, National Association, as trustee.

Conformed Version EXHIBIT 4.1 PROS HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 15, 2020 2.250% Convertible Senior Notes due 2027 Table of Contents Article 1 DEFINITIONS Section 1.01. Definitions Section 1.02. References to Interest Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amou

September 11, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File

September 11, 2020 EX-99.1

PROS Holdings, Inc. Announces Pricing of Private Offering of $150 Million of Convertible Senior Notes due 2027

EXHIBIT 99.1 PROS Holdings, Inc. Announces Pricing of Private Offering of $150 Million of Convertible Senior Notes due 2027 HOUSTON, September 11, 2020 – PROS Holdings, Inc. (NYSE: PRO) (the “Company”) today announced the pricing of its previously announced private offering of $150.0 million aggregate principal amount of convertible senior notes due 2027 (the “Convertible Notes”). The Convertible

September 10, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 10, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File

September 10, 2020 EX-99

PROS Holdings, Inc. Announces Private Offering of $150 Million of Convertible Senior Notes due 2027

EXHIBIT 99.1 PROS Holdings, Inc. Announces Private Offering of $150 Million of Convertible Senior Notes due 2027 HOUSTON, September 10, 2020 – PROS Holdings, Inc. (NYSE: PRO) (the “Company”) today announced that it intends to offer, subject to market conditions and other factors, $150.0 million aggregate principal amount of convertible senior notes due 2027 (the “Convertible Notes”) in a private p

August 3, 2020 EX-99.1

PROS Holdings, Inc. Announces Appointment of Catherine A. Lesjak to Board of Directors Industry Veteran with Global Finance and Operations Expertise Joins to Further Accelerate SaaS Go-to-Market and Scale Global Footprint

EXHIBIT 99.1 PROS Holdings, Inc. Announces Appointment of Catherine A. Lesjak to Board of Directors Industry Veteran with Global Finance and Operations Expertise Joins to Further Accelerate SaaS Go-to-Market and Scale Global Footprint HOUSTON, August 3, 2020 - PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, today announced the appoi

August 3, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Num

July 30, 2020 EX-99.3

PROS Holdings Q2 2020 NYSE: PRO Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections. These p

irdeckq22020 PROS Holdings Q2 2020 NYSE: PRO Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections.

July 30, 2020 EX-99.1

PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2020 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS SECOND QUARTER 2020 FINANCIAL RESULTS •Subscription revenue of $42.4 million, up 21% year-over-year. •Recurring revenue as a percentage of total revenue of 85%, up more than 600 basis points year-over-year. HOUSTON – July 30, 2020 — PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, today announ

July 30, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 PR

July 30, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numb

July 30, 2020 EX-99.2

Our Vision To be the AI platform powering commerce INVESTOR RELATIONS FACT SHEET in the digital economy PROS Holdings, Inc. (NYSE: PRO) provides AI-powered solutions that optimize selling in the digital economy. PROS solutions bring intelligence to c

irfactsheetq22020 Our Vision To be the AI platform powering commerce INVESTOR RELATIONS FACT SHEET in the digital economy PROS Holdings, Inc.

June 8, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

June 8, 2020 EX-99.1

PROS Holdings, Inc. Announces Appointment of Raja Hammoud to Board of Directors

EXHIBIT 99.1 PROS Holdings, Inc. Announces Appointment of Raja Hammoud to Board of Directors HOUSTON, June 8, 2020 - PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, today announced the appointment of Raja Hammoud to its board of directors effective June 6, 2020. Hammoud joins the board as an independent director. A seasoned technolo

June 5, 2020 SC 13G/A

PRO / Pros Holdings, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.

June 4, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

May 13, 2020 EX-10.1

Offer Letter, dated May 12, 2020, by and between PROS Canada Operations, Ltd., and Les Rechan.

April 28, 2020 Leslie “Les” Rechan 401-364 Queen Elizabeth Driveway Ottawa, ON K1S 5W3 Re: Employment Offer Dear Les, On behalf of PROS Canada Operations, Ltd.

May 13, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Numbe

May 13, 2020 EX-99.1

PROS Appoints Les Rechan as Chief Operating Officer Industry Veteran to Further Position Company For Growing Demand and Aggressive Market Adoption of Digital Selling and Digital Commerce Solutions

EXHIBIT 99.1 PROS Appoints Les Rechan as Chief Operating Officer Industry Veteran to Further Position Company For Growing Demand and Aggressive Market Adoption of Digital Selling and Digital Commerce Solutions HOUSTON, May 13, 2020 - PROS® (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, announced today that Les Rechan has been appointed as Chief Operat

May 13, 2020 EX-10.2

Employment Agreement, dated as of May 13, 2020, by and between PROS Canada Operations, Ltd., PROS Holdings, Inc. and Les Rechan.

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2020 (the “Effective Date”) by and between PROS Canada Operations, Ltd.

May 5, 2020 EX-99.2

[email protected] PROS @PROS_Inc Investor Relations Fact Sheet First Quarter 2020 PROS Holdings, Inc. (NYSE: PRO) provides AI-powered solutions that optimize selling in the digital economy. PROS solutions bring intelligence to commerce by providing compani

ex992prosirfactsheetq120 [email protected] PROS @PROSInc Investor Relations Fact Sheet First Quarter 2020 PROS Holdings, Inc. (NYSE: PRO) provides AI-powered solutions that optimize selling in the digital economy. PROS solutions bring intelligence to commerce by providing companies with predictive and prescriptive guidance that enables them to dynamically price, configure, and sell their products and se

May 5, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Number

May 5, 2020 EX-99.1

PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2020 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2020 FINANCIAL RESULTS • Subscription revenue of $43.2 million, up 40% year-over-year. • Total revenue of $66.3 million, up 18% year-over-year. HOUSTON – May 5, 2020 — PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, today announced financial results for the first quarter ended M

May 5, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-33554 P

May 5, 2020 EX-99.3

PROS Holdings Q1 2020 NYSE: PRO Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections. These p

prosirpresentationq12020 PROS Holdings Q1 2020 NYSE: PRO Disclaimer / Forward-Looking Statements Included in this presentation are forward-looking statements including, but not limited to, those related to earnings, addressable market and other financial projections.

April 29, 2020 EX-3.2

Amended and Restated Bylaws.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PROS HOLDINGS, INC. Adopted as of April 28, 2020 ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place (if any) within or without the State of Delaware as may be determined from time to time by the Board of Directors or, if not determined by the Board of Directors, by the Chairman of the Board, the Presiden

April 29, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File Num

April 6, 2020 DEFA14A

PRO / Pros Holdings, Inc. DEFA14A - - DEFA14A APR 6, 2020 VSM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Definitive Proxy Statement o Preliminary Proxy Statement þ Definitive Additional Materials o Confidential, for Use of the Commission O

March 18, 2020 DEFA14A

PRO / Pros Holdings, Inc. DEFA14A - - DEFA14A DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Definitive Proxy Statement o Preliminary Proxy Statement þ Definitive Additional Materials o Confidential, for Use of the Commission O

March 17, 2020 DEF 14A

definitive proxy statement on Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Soliciting Material Pu

February 25, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2020 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission File

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