Todd McNabb - Jan 15, 2025 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: Chief Revenue Officer
Signature: Christopher C. Chaffin, attorney-in-fact for Todd McNabb
Stock symbol: PRO
Transactions as of: Jan 15, 2025
Transactions value $: $0
Form type: 4
Date filed: 1/17/2025, 04:46 PM
Previous filing: Oct 17, 2024
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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	+70.1K	+37.98%	$0.00	255K	Jan 15, 2025	Common Stock	70.1K		Direct	F1, F2, F3
transaction	PRO	Market Stock Units	Award	$0	+93.5K	+97.81%	$0.00	189K	Jan 15, 2025	Common Stock	93.5K		Direct	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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) 7,467 unvested RSUs awarded 4/18/2024 - vesting at 100% on the 1-year anniversary date; (ii) 71,684 unvested RSUs awarded 4/18/24 - vesting at 25% after 1-year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 18th day of the first month of each quarter thereafter; (iii) 105,429 unvested RSUs awarded 10/16/24 - vesting at 25% after 1-year on the anniversary date, with the remainder vesting at 6.25% on the 16th day of the 1st month of each quarter thereafter; and (iv) 70,112 unvested RSUs awarded 01/15/25 - vesting at 25% after 1-year on the anniversary date, with the remainder vesting at 6.25% on the 15th day of the 1st month of each quarter thereafter.
F4	One share of PROS common stock will be issued for each performance 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) 95,578 MSUs - the performance period for these shares will end on December 31, 2026, with a settlement date of January 31, 2027, associated with an April 18, 2024 grant; and (ii) 93,482 MSUs as detailed in Footnote 5.