| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PRO | Restricted Stock Units | Award | $0 | +108K | +108.01% | $0.00 | 208K | Jan 15, 2025 | Common Stock | 108K | Direct | F1, F2, F3 | |
| transaction | PRO | Market Stock Units | Award | $0 | +144K | +75.8% | $0.00 | 334K | Jan 15, 2025 | Common Stock | 144K | Direct | F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock. |
| F2 | This RSU grant was awarded January 15, 2025, and vests at 25% after 1- year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 15th day of the first month of each quarter thereafter. |
| F3 | Includes: (i) 11,664 unvested RSU s awarded January 10, 2022 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of6.25% on the 10th day of the first month of each quarter thereafter; (ii) 37,040 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; (iii) 51,165 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; and (iv) 107,865 unvested RSUs awarded January 15, 2025 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 15th day of the first month of each quarter thereafter. |
| F4 | One share of PROS will be issued for each Market Stock Unit ("MSU") that vests. |
| F5 | These MSUs were granted on January 15, 2025, have a settlement date of January 31, 2028 and are subject to a performance measure based on the relative shareholder return of PROS common stock compared with that of a peer group over a three-year performance period January 15, 2025 through December 31, 2027. The number of units reported represent the maximum possible number of shares which may be earned at 200% of target award. |
| F6 | All grants in this footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 98,764 MSUs - the performance period for these shares will end on December 31, 2025 and will settle on January 31, 2026, and is associated with a January 12, 2023 grant; (ii) 90,960 MSUs - the performance period for these shares will end on December 31, 2026, and is associated with a January 12, 2024 grant; and (iii) 143, 820 MSUs as detailed in Footnote 5. |