PRO / PROS Holdings, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33554 PROS Holdings, Inc. (Exact name of registrant as specified

As filed with the Securities and Exchange Commission on December 9, 2025

S-8 POS As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

As filed with the Securities and Exchange Commission on December 9, 2025

S-8 POS As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

FIRST SUPPLEMENTAL INDENTURE

EX-4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of December 9, 2025 (this “Supplemental Indenture”), by and between PROS Holdings, Inc., a Delaware corporation (the “Company”) and Wilmington Trust, National Association, as trustee (the “Trustee”). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of S

AMENDED AND RESTATED BYLAWS PROS HOLDINGS, INC. A Delaware corporation (Adopted as of December 9, 2025) ARTICLE I

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PROS HOLDINGS, INC. A Delaware corporation (Adopted as of December 9, 2025) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, city of Wilmington, Delaware, 19801, County of New Castle. The name of the corporation’s registered agent at such address

FIRST SUPPLEMENTAL INDENTURE

EX-4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of December 9, 2025 (this “Supplemental Indenture”), by and between PROS Holdings, Inc., a Delaware corporation (the “Company”) and Wilmington Trust, National Association, as trustee (the “Trustee”). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of J

As filed with the Securities and Exchange Commission on December 9, 2025

S-8 POS As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PROS HOLDINGS, INC. ARTICLE ONE

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROS HOLDINGS, INC. ARTICLE ONE The name of the corporation is PROS Holdings, Inc. (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The C

NOTICE TO HOLDERS OF PROS HOLDINGS, INC. 2.250% CONVERTIBLE SENIOR NOTES DUE 2027 OF SUPPLEMENTAL INDENTURE, FUNDAMENTAL CHANGE, MAKE-WHOLE FUNDAMENTAL CHANGE, FUNDAMENTAL CHANGE COMPANY NOTICE, REPURCHASE RIGHT, AND PAYMENT UPON CONVERSION CUSIP Num

EX-99.1 Exhibit 99.1 NOTICE TO HOLDERS OF PROS HOLDINGS, INC. 2.250% CONVERTIBLE SENIOR NOTES DUE 2027 OF SUPPLEMENTAL INDENTURE, FUNDAMENTAL CHANGE, MAKE-WHOLE FUNDAMENTAL CHANGE, FUNDAMENTAL CHANGE COMPANY NOTICE, REPURCHASE RIGHT, AND PAYMENT UPON CONVERSION CUSIP Number: 74346YAG8 This repurchase right expires at 5:00 p.m., New York City time on January 7, 2026. To the Holders of the 2.250% Co

As filed with the Securities and Exchange Commission on December 9, 2025

POSASR As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

As filed with the Securities and Exchange Commission on December 9, 2025

S-8 POS As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

As filed with the Securities and Exchange Commission on December 9, 2025

S-8 POS As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

As filed with the Securities and Exchange Commission on December 9, 2025

S-8 POS As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

As filed with the Securities and Exchange Commission on December 9, 2025

S-8 POS As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

Thoma Bravo Completes Acquisition of PROS Holdings, Inc.

EX-99.3 Exhibit 99.3 Thoma Bravo Completes Acquisition of PROS Holdings, Inc. SAN FRANCISCO – Dec. 9, 2025 – Thoma Bravo, a leading software investment firm, today announced the completion of its acquisition of PROS Holdings, Inc. (“PROS”), a leading provider of AI-powered SaaS pricing and selling solutions, in an all-cash transaction valuing PROS at approximately $1.4 billion. With the completion

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 8, 2025 PROS Holdings, I

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 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 N

NOTICE TO HOLDERS OF PROS HOLDINGS, INC. 2.50% CONVERTIBLE SENIOR NOTES DUE 2030 OF SUPPLEMENTAL INDENTURE, FUNDAMENTAL CHANGE, MAKE-WHOLE FUNDAMENTAL CHANGE, FUNDAMENTAL CHANGE COMPANY NOTICE, REPURCHASE RIGHT, AND PAYMENT UPON CONVERSION CUSIP Numb

EX-99.2 Exhibit 99.2 NOTICE TO HOLDERS OF PROS HOLDINGS, INC. 2.50% CONVERTIBLE SENIOR NOTES DUE 2030 OF SUPPLEMENTAL INDENTURE, FUNDAMENTAL CHANGE, MAKE-WHOLE FUNDAMENTAL CHANGE, FUNDAMENTAL CHANGE COMPANY NOTICE, REPURCHASE RIGHT, AND PAYMENT UPON CONVERSION CUSIP Number: 74346YAK9 This repurchase right expires at 5:00 p.m., New York City time on January 7, 2026. To the Holders of the 2.50% Conv

As filed with the Securities and Exchange Commission on December 9, 2025

S-8 POS As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

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 4, 2025 PROS Holdings, I

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 4, 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

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 26, 2025 PROS Holdings,

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 26, 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

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. )

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 ☒      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

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 24, 2025 PROS Holdings,

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 24, 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

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. )

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

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

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.1 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between PROS, Inc. (the “Company”), PROS Holdings, Inc. (“PROS Holdings”) and Jeffrey Cotten (the “Executive”) as of October 23, 2025. Terms not otherwise defined herein shall have the meanings ascribed to them under that certain Executive

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between PROS, Inc. (the “Company”), PROS Holdings, Inc. (“PROS Holdings”) and Stefan Schulz (the “Executive”) as of October 23, 2025. Terms not otherwise defined herein shall have the meanings ascribed to them under th

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 27, 2025 PROS Holdings, I

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 27, 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

PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2025 FINANCIAL RESULTS

EXHIBIT 99.1 PROS HOLDINGS, INC. REPORTS THIRD QUARTER 2025 FINANCIAL RESULTS •Grew subscription revenue by 13% year-over-year to $76.0 million in the third quarter. •Grew total revenue by 11% year-over-year to $91.7 million in the third quarter. •Expanded total gross margin by approximately 300 basis points year-over-year to 69% and non-GAAP total gross margin to 71% in the third quarter. HOUSTON

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, 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: 001-335

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

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Table 1: Transaction Valuation

Calculation of Filing Fee Tables Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 1,264,286,035.

Thoma Bravo and PROS Holdings, Inc. Announce Strategic Plans for PROS Business Segments Following Acquisition, Thoma Bravo Plans to Accelerate PROS’ Travel Segment as a Standalone Business and Bolster Conga with Addition of PROS’ B2B Segment

EX-99.1 Exhibit 99.1 Thoma Bravo-PROS Strategic Plans Press Release Thoma Bravo and PROS Holdings, Inc. Announce Strategic Plans for PROS Business Segments Following Acquisition, Thoma Bravo Plans to Accelerate PROS’ Travel Segment as a Standalone Business and Bolster Conga with Addition of PROS’ B2B Segment HOUSTON & SAN FRANCISCO – OCTOBER 1, 2025 – Thoma Bravo, a leading software investment fir

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. )

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 ☒ 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))

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 1, 2025 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): October 1, 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

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 1, 2025 PROS Holdings, In

DEFA14A 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 1, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commission

PROS Holdings, Inc. Enters into Definitive Agreement to Be Acquired by Thoma Bravo PROS Shareholders to Receive $23.25 Per Share in Cash

EX-99.1 Exhibit 99.1 PROS Transaction Press Release PROS Holdings, Inc. Enters into Definitive Agreement to Be Acquired by Thoma Bravo PROS Shareholders to Receive $23.25 Per Share in Cash HOUSTON & SAN FRANCISCO – SEPTEMBER 22, 2025 – PROS Holdings, Inc. (NYSE: PRO) (“PROS”), a leading provider of AI-powered SaaS pricing and selling solutions, and Thoma Bravo, a leading software investment firm,

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 22, 2025 PROS Holdings,

DEFA14A 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 22, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commiss

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 22, 2025 PROS Holdings,

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 22, 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

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 22, 2025 PROS Holdings,

DEFA14A 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 22, 2025 PROS Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33554 76-0168604 (Commiss

AGREEMENT AND PLAN OF MERGER BY AND AMONG: PORTOFINO PARENT, LLC PORTOFINO MERGER SUB, INC. PROS HOLDINGS, INC. DATED AS OF September 22, 2025

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG: PORTOFINO PARENT, LLC PORTOFINO MERGER SUB, INC. and PROS HOLDINGS, INC. DATED AS OF September 22, 2025 ARTICLE I THE MERGER 2 Section 1.1 The Merger 2    Section 1.2 Conversion of Shares of Common Stock 2 Section 1.3 Surrender and Payment 3 Section 1.4 Dissenting Shares 4 Section 1.5 Company Equity Awards; Company ESPP 5 Section 1.6 Wi

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. )

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 ☑ 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))

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 22, 2025 PROS Holdings,

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 22, 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

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

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

© 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

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

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

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.

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

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.

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

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

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

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

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 - (

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

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

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

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.

Filing Fee Table

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

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

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

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

© 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

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

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

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.

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

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

ARS

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

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

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

ARS/A

20 24 ANNUAL REPORT [this page intentionally left blank] Dear Stockholders, Customers, Partners, and Employees: 2024 was a year of transformative progress for PROS.

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.

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

PRO / PROS Holdings, Inc. / ALGER ASSOCIATES INC - EX-99.A

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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

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

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

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

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

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

© 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

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

EX-24

EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam

EX-99

EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Life Limited BlackRock Advisors, LLC Aperio Group, LLC BlackRock (Netherlands) B.V. BlackRock Institutional Trust Company, National Association BlackRock Asset Management Ireland Limited BlackRock Financial Management, Inc. BlackRock Japan Co., Ltd. BlackRock Asset Management Schweiz AG BlackRock Investment Management, LLC BlackRock Investment Managem

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

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

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

PRO / PROS Holdings, Inc. / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.1 PROS HOLDINGS INC COMMON STOCK Cusip #74346Y103 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #74346Y103 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 135,968 Item 6: 0 Item 7: 136,975 Item 8: 0 Item 9: 136,9

PRO / PROS Holdings, Inc. / VANGUARD GROUP INC Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* (Name of Issuer) PROS Holdings Inc (Title of Class of Securities) Common Stock (CUSIP Number) 74346Y10

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

PRO / PROS Holdings, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GPROSHoldin.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* (Name of Issuer) PROS Holdings Inc (Title of Class of Securit

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

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

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

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

© 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

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

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

© 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

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

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

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

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

LETTER

United States securities and exchange commission logo May 31, 2024 Stefan Schulz Chief Financial Officer PROS Holdings, Inc.

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

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

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

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

LETTER

United States securities and exchange commission logo May 10, 2024 Stefan Schulz Chief Financial Officer PROS Holdings, Inc.

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

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.

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

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)

iling Fee Table

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

© 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

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

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.

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

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.

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

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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No.

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

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

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

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

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

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

PRO / PROS Holdings, Inc. / FMR LLC Passive Investment

SCHEDULE 13G Amendment No.0 PROS HOLDINGS INC COMMON STOCK Cusip #74346Y103 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #74346Y103 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 3,195,150 Item 6: 0 Item 7: 3,195,978 Item 8: 0 Item 9: 3,195,978 Item 11: 6.90

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

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

© 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

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

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

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

PRO / PROS Holdings, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us74346y1038012524.txt us74346y1038012524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 6) 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

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

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

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

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

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

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

© 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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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;

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

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

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

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;

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

Filing Fee Table

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

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.

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

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

ARS

2022 ANNUAL REPORT2022 ANNUAL REPOR T About PROS PROS Holdings, Inc. (NYSE: PRO) is a market-leading provider of SaaS solutions that optimize shopping and selling experiences. Built on the PROS Platform, these intelligent solutions leverage business AI, intuitive user experiences and process automation to deliver frictionless, personalized purchasing experiences designed to meet the real-time dema

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

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

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

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

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

PRO / PROS Holdings, Inc. / RGM Capital, LLC - RGM PRO 13G1 2022 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No.

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

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

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

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

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

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

PRO / PROS Holdings, Inc. / BlackRock Inc. Passive Investment

us74346y1038013023.txt 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 - (Title of Class of Securities) 74346Y103 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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: ☒ 

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

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

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

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.

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

PRO / PROS Holdings, Inc. / BlackRock Inc. Passive Investment

us74346y1038020222.txt 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) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

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

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

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

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)

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

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

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

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.

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

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.

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

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

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.

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

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

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

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.

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

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

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

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

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) (

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

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

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

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.

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.

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

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.

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

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

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

- 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